A. Digital Theatre is a company specializing in the creation, marketing, delivery and distribution of high-quality filmed versions of theatrical productions (“Films”). Digital Theatre runs an educational website, WWW.DIGITALTHEATREPLUS.COM, on which Films, documentaries and other educational materials and content are made available on a subscription basis to educational institutions through Digital Theatre’s online service (“Digital Theatre Plus”) and Digital Theatre will notify Institution if the name of the service should change.
B. The Institution wishes to be granted access to Digital Theatre Plus and a license to use the Licensed Material, in each case, subject to the terms of this Agreement.
IT IS AGREED AS FOLLOWS
1.1 In this Agreement, the following terms shall have the following meanings:
"Authorized User" means an individual who is authorized by the Institution to have access to Digital Theatre Plus via Secure Authentication and who is either:
- currently enrolled as a full time or part time student of the Institution;
- a member of staff or faculty of the Institution (whether permanent or temporary);
- a contractor of the Institution who has a bona fide need to access Digital Theatre Plus in order to perform services for the Institution; or
- otherwise unaffiliated with Institution but who is physically present at Institution's location while accessing or using Digital Theatre Plus.
"Digital Theatre Plus Website" means the website based at WWW.DIGITALTHEATREPLUS.COM as may be updated by Digital Theatre from time to time.
"Educational Purposes" means use for the primary purpose of education, teaching, distance learning, private study or research.
“Licence Fee" means the fee payable by Institution for access to Digital Theatre Plus, as stated on the Order Form and as updated pursuant to Section 7.3 below.
"Licensed Material" means the Films, documentaries and any other educational materials and content made available to the Institution or Authorized Users via Digital Theatre Plus.
"Metadata" means information about one or more aspects of the data, such as:
- Mode and method of creation of the data
- Purpose of the data
- Time and date of creation
- Creator or author of the data
- Location on a computer network where the data were created
- Standards used.
For example, a digital image may include metadata that describe how large the picture is, the color depth, the image resolution, when the image was created, and other data. A text document's metadata may contain information about how long the document is, who the author is, when the document was written, and a short summary of the document. For clarity, Licensed Material includes Metadata.
“Order Form” means the order form for Digital Theatre Plus which references this Agreement or to which this Agreement is attached.
"Secure Authentication” means a user authenticating to the website using at least one of the following mechanisms: username and password, SAML 2 Single Sign On or IP Authentication.
“Special Terms” means any terms agreed between Digital Theatre and the Institution which supplement or amend the terms of this Agreement and are set out on the Order Form or in Schedule 2 to this Agreement (if applicable).
2. AUTHORIZATION AND ACCESS
2.1 Digital Theatre shall provide Institution with accounts through which Institution or Authorized Users may access Digital Theatre Plus or manage other Institution-controlled accounts and their permissions (each an “Account”). Institution is responsible for safeguarding and maintaining the confidentiality of its Accounts and associated login credentials and remains responsible for any and all activities conducted on its Accounts. Institution agrees to promptly notify Digital Theatre in the event it believes that any of its Accounts are no longer secure.
2.2 Subject to Institution’s full and ongoing compliance with the terms of this Agreement, Digital Theatre hereby authorizes Institution to access and use Digital Theatre Plus, and to permit Authorized Users to access and use Digital Theatre Plus subject to the terms of this Agreement, in each case via Secure Authentication and for Educational Purposes only.
3. PERMITTED USES
3.1 This Agreement permits the Institution to, for Educational Purposes only, and provided the Institution ensures that, at all times, each item carries appropriate acknowledgement of the source and copyright owner:
3.1.1 display, download and print those parts of the Licensed Material which are made available through Digital Theatre Plus as downloadable PDF documents (which, for the avoidance of doubt excludes Films and any other audio-visual material) (“Training Materials”) for the purpose of promoting or testing the Licensed Material, or for provision to Authorized Users for Educational Purposes;
3.1.2 make and distribute copies of Training Materials as may be required for Educational Purposes in accordance with this Agreement;
3.1.3 allow Authorized Users, for Educational Purposes only to:
(a) access Digital Theatre Plus via Secure Authentication in order to search, retrieve, display and view the Licensed Material as permitted by Digital Theatre Plus for their own personal consumption;
(b) download and print one copy of the Training Materials for their own personal use;
(c) incorporate the Training Materials or any part thereof into teaching materials used in the course of instruction of students, provided that any copies in electronic form are hosted securely and only accessible by Authorized Users, and all copyright and other proprietary notices for such Training Materials are retained in such teaching materials;
(d) incorporate Training Materials into printed or electronic form in assignments and portfolios, theses and in dissertations (the “Academic Works”), and to make reproductions of the Academic Works for personal use and library deposit; and
3.2 Nothing in this section shall be construed as granting any rights in or to the Licensed Work other than as expressly provided in this section.
4.1 Except and solely to the extent such restriction is impermissible under applicable law, and except as expressly permitted in this Agreement, the Institution and Authorized Users may not:
4.1.1 sell, resell, loan, hire or otherwise transfer access to Digital Theatre Plus or any of the Licensed Material, including, by way of example, via a paid screening of Licensed Material;
4.1.2 remove, obscure or alter copyright notices, acknowledgments or other means of identification or disclaimers in the Licensed Material or Digital Theatre Plus;
4.1.3 alter or adapt the Licensed Material, except to the extent strictly necessary to make it perceptible on a computer screen, or as otherwise expressly permitted under this Agreement. For the avoidance of doubt, the Institution or Authorized Users may not alter the words or the order of audio-visual material;
4.1.4 [clause intentionally deleted];
4.1.5 use all or any part of the Licensed Material for any purpose other than an Educational Purpose;
4.1.6 provide access to or allow use of Digital Theatre Plus or Licensed Material by anyone other than Authorized Users;
4.1.7 use Metadata except in connection with providing metadata about Licensed Material to Authorized Users;
4.1.8 use Digital Theatre Plus or any Licensed Material for any illegal purpose or in violation of any local, state, national or international law;
4.1.9 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
4.1.10 interfere with security-related features of Digital Theatre Plus, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of Digital Theatre Plus except to the extent that the activity is expressly permitted by applicable law;
4.1.11 interfere with the operation of Digital Theatre Plus or any other user’s effective usage of Digital Theatre Plus, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of Digital Theatre Plus; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide Digital Theatre Plus; or
4.1.12 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Digital Theatre Plus account without permission;
4.2 Digital Theatre reserves the right to suspend access to Digital Theatre Plus [upon notice to Institution]:
4.2.1 for all Authorized Users and the Institution, in the event that Digital Theatre reasonably believes that such Authorized User has exceeded the scope of their authorized use of Digital Theatre Plus hereunder, violated the restrictions and limitations on such use specified in this Agreement, or such use will result in liability to Digital Theatre; and
4.2.2 for all Authorized Users and the Institution, in the event that: (a) an Authorized User who is an employee or agent of Institution, while acting within the scope of his or her employment or agency, exceeds the scope of their authorized use of Digital Theatre Plus hereunder, or violates the restrictions and limitations on such use specified in this Agreement, or (b) the Institution violates the terms of this Agreement.
4.3 This Section shall survive any termination or expiration of this Agreement.
5. RESPONSIBILITIES OF DIGITAL THEATRE
5.1 Digital Theatre agrees to use commercially reasonable efforts to:
5.1.1 make Digital Theatre Plus available to the Institution and Authorized Users following acceptance of this Agreement by both parties with continued availability contingent upon Institution’s timely payment of the Licence Fee;
5.1.2 make Digital Theatre Plus available to the Institution and Authorized Users 24 hours a day (except when routine maintenance is carried out), and to restore access to the Licensed Material as soon as possible after any interruption or suspension of Digital Theatre Plus;
5.1.3 provide customer support services relating to the Digital Theatre Plus service to Authorized Users during normal working hours in the United Kingdom. Digital Theatre will aim to respond to all customer enquiries via email within 1 business day;
5.1.4 provide such electronic product documentation (for example: user guides and promotional materials) to the Institution free of charge as Digital Theatre may make available. Digital Theatre will allow copies of all such documentation to be made and distributed by the Institution to Authorized Users provided it is either duplicated in full, or a proper ownership acknowledgement is included.
5.1.5 commit to providing a website that is accessible to the widest possible audience and much of our content is accessible. Upon request by the Institution, Digital Theatre can provide a VPAT that describes our compliance in terms of WCAG standards.
6. RESPONSIBILITIES OF INSTITUTION
6.1 The Institution agrees to:
6.1.1 give Account login credentials or other Secure Authentication information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not give their passwords or other Secure Authentication information to anyone else (where SAML 2 Single Sign On is used, which is the preferred authentication method of Digital Theatre, the Institution agrees to configure their SAML 2 Single Sign On Identity Provider and Digital Theatre agrees to configure its Service Provider to provide access accordingly);
6.1.2 only when applicable, provide lists of valid IP addresses to Digital Theatre through which Institution and its Authorized Users may access Digital Theatre Plus, and agrees to keep such lists up to date, and provide an updated list regularly as agreed by the parties from time to time (each such IP address, an “Authorized IP Address”);
6.1.3 use all reasonable efforts to ensure that only Authorized Users are permitted access to Digital Theatre Plus or the Licensed Material;
6.1.4 use all reasonable efforts to ensure that all Authorized Users are made aware of and agree to abide by the terms of this Agreement; and
6.1.5 use all reasonable efforts to work with Digital Theatre to monitor compliance with the terms of this Agreement and notify Digital Theatre immediately and provide full particulars if Institution becomes aware of any of the following:
(a) any unauthorized access to or use of Digital Theatre Plus or any Licensed Material, or unauthorized use of any of Institution's Accounts; or
(b) any breach by itself or an Authorized User of the terms of this Agreement.
As soon as the Institution is aware of any breach of the terms of this Agreement whether by itself or an Authorized User, the Institution further agrees to promptly and fully investigate and initiate procedures in accordance with the Institution's standard practice and use all reasonable efforts to ensure that such activity ceases and to prevent any recurrence.
6.2 The Institution represents and warrants to Digital Theatre that the computer system through which it accesses Digital Theatre Plus is configured, and procedures are in place, to prohibit access to Digital Theatre Plus by any person other than an Authorized User, that it shall inform the Authorized Users about the conditions of access to and use of Digital Theatre Plus and the Licensed Material, including using a Secure Authentication process, and that during the term of this Agreement, the Institutions will make best efforts to bar non-permitted access and to convey appropriate use information to its Authorized Users.
7. LICENCE FEE
7.1 Digital Theatre will issue an invoice to the Institution upon signing of the Agreement and the Order Form. The Institution will pay to Digital Theatre the Licence Fee within 15 days after receipt of Digital Theatre’s invoice or before the first day of the start of the subscription period per the Order Form, whichever is earlier.
7.2 Payments to Digital Theatre shall be made by wire transfer, ACH payment or check to Digital Theatre per bank details on the invoice that will be issued to the Institution.
7.3 After the Initial Term, except as otherwise provided on the Order Form, the License Fee may increase for renewal terms, provided Digital Theatre provides at least 2 months’ notice to Institution prior to renewal.
7.4 All payments to be made by the Institution under this Agreement (except any deduction or withholding which is required by law) shall be paid free and clear of any bank fees, deductions or withholdings for, or on account of tax, set-offs and counterclaims. If the Institution is required by law to make any deduction or withholding from any payment to Digital Theatre under this Agreement, the Institution must hold Digital Theatre harmless from such deduction or withholding and must increase the amount of such payment by an amount equal to such deduction or withholding.
7.5 If payment is not received within 15 calendar days of the due date set out in clause 7.1 or as otherwise agreed under Special Terms, Digital Theatre reserves the right to charge the Institution on any amount outstanding, both before and after any judgement, at the rate of 3% per annum from time to time in force from the due date until the date of payment, and any such interest shall be payable on demand. Any payment made shall first be applied to accrued interest and then to the unpaid principal. Digital Theatre reserves the right to suspend access to Digital Theatre Plus and any of the Licensed Material in the event Institution fails to timely pay the Licensee Fee.
8. TERM AND TERMINATION
8.1 This Agreement will be effective from the earlier of the date Institution first accesses Digital Theatre Plus and the date Institution executes the Order Form and shall continue until the date specified on the Order Form (the “Initial Term”), unless terminated earlier pursuant to the terms of this Agreement.
8.2 [clause intentionally deleted]
8.3 The Institution may cancel their subscription, and terminate this Agreement, within 30 days of signing the Order Form, for any reason. If the Licence Fee has been paid to Digital Theatre prior to such termination, Digital Theatre will reimburse the Institution with the Licence Fee in full. The Institution may not cancel their subscription more than 30 days after signing the Order Form.
8.4 Either Digital Theatre or the Institution may terminate this Agreement at any time in the event the other party materially breaches the terms of this Agreement by serving a written notice on the other identifying the nature of the breach. The termination will become effective thirty days after receipt of the written notice unless the defaulting party remedies the breach before the thirty day period passes.
8.5 Upon termination or expiration of this Agreement for any reason, the Institution shall: (a) immediately pay any License Fees owing to Digital Theatre, (b) cease use of Digital Theatre Plus and destroy any copies of Licensed Material it may have in its possession or control, (c) use reasonable efforts to ensure that each Authorized User do the same, and (d) if requested by Digital Theatre, certify in a writing signed by officers of the Institution that it has complied with (a) through (c).
8.6 Upon termination of this Agreement by Digital Theatre due to a material breach Digital Theatre shall have the right to immediately cease providing access to Digital Theatre Plus and the Licensed Material to the Institution and Authorized Users. Institution shall not be entitled to any refund of License Fees paid prior to such termination.
8.7 Upon termination of this Agreement by the Institution due to a material breach by Digital Theatre, Digital Theatre shall provide a pro-rated refund of the License Fee for the amount of time remaining in the Initial Term or renewal term, as applicable, provided that the Institution has complied with Section 8.5.
9. ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
9.1 The Institution acknowledges and agrees that Digital Theatre Plus is owned and operated by Digital Theatre. All intellectual property rights in and to Digital Theatre Plus, including the Licensed Material, are either the sole and exclusive property of Digital Theatre or its third-party licensors. This Agreement does not assign or transfer to the Institution any right, title or interest in or to Digital Theatre Plus, including the Licensed Material, except for the right to access and use Digital Theatre Plus and the Licensed Material in accordance with the terms and conditions of this Agreement.
9.2 The Institution acknowledges and agrees that Digital Theatre may suspend access to Digital Theatre Plus or the Licensed Material with or without notice in the event Digital Theatre reasonably determines that a breach or suspected breach of this Agreement by the Institution or Authorized Users has occurred.
9.3 The Institution acknowledges and agrees that Digital Theatre reserves the right to alter, replace or remove any part of Digital Theatre Plus or the Licensed Material without notice to Institution. Digital Theatre shall be entitled to remove content with or without notice, and any replacement materials shall then be deemed to form part of the Licensed Material. If any such removal results in a reduction of more than 30% of the Licensed Material, measured as of the date of this Agreement, Institution may terminate this Agreement within ten days after such reduction, by providing Digital Theatre with (1) month’s written notice, and Digital Theatre shall promptly refund to Institution the pro rata portion of the License Fee actually paid that is attributable to the remaining part of the Initial Term or applicable renewal period.
10.1 Solely to the extent permitted under applicable law, Institution hereby agrees to indemnify, defend and hold harmless, Digital Theatre from and against any and all third party claims arising out of or related to: (a) Institution’s breach of this Agreement; (b) Institution’s use of Digital Theatre Plus or the Licensed Material; and (c) an Authorized User’s use of Digital Theatre Plus or the License Materials.
11.1 Institution, or an Authorized User, may, from time to time, receive or have access to information about Digital Theatre, Digital Theatre Plus, the Licensed Material, product plans, promotions, pricing information, or other technical or non-technical information which Digital Theatre considers to be confidential, including the terms of this Agreement (“Confidential Information”). To the fullest extent permitted by law, Institution agrees not to, and shall require Authorized Users not to: (a) disclose Confidential Information to any third party, except as strictly necessary to perform its obligations or exercise any of its rights under this Agreement, or (b) use any Confidential Information except as expressly permitted by the terms of this Agreement. The foregoing obligation shall not apply to any information which is (i) already known to Institution or Authorized User prior to receipt or exposure, (ii) is or becomes publicly available or generally known through no wrongful action of Institution or Authorized User, (iii) is rightfully obtained from a third party without a duty of confidentiality, or (iv) is independently developed by the receiving party prior to or independent of the disclosure.
11.2 Upon termination or expiration of this Agreement, Institution shall, and require each Authorized User to, promptly destroy any copies of Confidential Information remaining in its possession.
12. WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY
12.1 Digital Theatre warrants to the Institution that, as of the Effective Date, to the best of its knowledge, Digital Theatre Plus, the Licensed Material and all intellectual property rights therein are owned by or licensed to Digital Theatre and when used as contemplated in this Agreement, do not infringe any third party intellectual property rights.
12.2 To the fullest extent permitted by law, and except as explicitly provided herein, Digital Theatre hereby disclaims all warranties of any kind, whether express or implied, relating to Digital Theatre Plus, the Licensed Material, and any other materials or content available through Digital Theatre Plus, including (a) any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or (b) any warranty arising out of course of dealing, usage or trade. Digital Theatre does not warrant that Digital Theatre Plus, any portion thereof, the Licensed Material or any other materials or content available through Digital Theatre Plus will be uninterrupted, secure, or free of errors, viruses or other harmful components, and Digital Theatre does not warrant that any of those issues will be corrected. Institution acknowledges that Digital Theatre Plus and the Licensed Material are provided “as is” and on an “as available” basis, and that Digital Theatre is not responsible for Institution’s or its Authorized Users’ use of Digital Theatre Plus, and that Institution and its Authorized Users do so at their own risk.
12.3 Institution acknowledges and agrees that Digital Theatre is not responsible for any loss resulting from a cause over which Digital Theatre does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, or operator errors.
12.4 The Institution agrees to notify Digital Theatre immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist Digital Theatre in such claims. It is expressly agreed that upon such notification, or if Digital Theatre becomes aware of such a claim from other sources, Digital Theatre may remove such work(s) from Digital Theatre Plus. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Agreement.
12.5 SOLELY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OR FRAUD: (A) DIGITAL THEATRE WILL NOT , UNDER ANY CIRCUMSTANCES, BE LIABLE TO INSTITUTION OR ANY AUTHORIZED USER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING FOR LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND (B) DIGITAL THEATRE’S AGGREGATE LIABILITY (I.E. NOT PER CLAIM) OF ANY KIND ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED 2x THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE BY INSTITUTION TO DIGITAL THEATRE DURING THE INITIAL TERM OR RENEWAL TERM IN WHICH THE EVENTS GIVING RISE TO THE CLAIM OCCURRED.
13. FORCE MAJEURE
13.1 Except for a party’s payment obligations, either party’s failure to perform any term or condition of this Agreement as a result of circumstances beyond the control of the relevant party (including without limitation, war, strikes, flood, governmental restrictions, and power, telecommunications or Internet failures or damages to or destruction of any network facilities ("Force Majeure") shall not be deemed to be, or to give rise to, a breach of this Agreement.
13.2 If either party to this Agreement is prevented or delayed in the performance of any of its obligations (other than its payment obligations) under this Agreement by Force Majeure and if such party gives written notice thereof to the other party specifying the matters constituting Force Majeure together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue, then the party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue.
14.1 This Agreement or any of the rights and obligations under it may not be assigned by the Institution without obtaining the prior written consent of Digital Theatre, such consent shall not unreasonably be withheld or delayed. In any permitted assignment by Institution, the Institution shall procure and ensure that the assignee shall assume all rights and obligations of the Institution under this Agreement and agrees to be bound to all the terms of this Agreement. Any assignment in violation of this Section shall be null and void.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 In relation to the operation of this Agreement and as between each other, the parties shall conduct themselves in good faith.
15.2 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Illinois without regard to its conflicts of law provisions, or otherwise agreed in Schedule 2 (the “Governing Jurisdiction”). The parties agree that any legal action or proceeding under, arising out of, or related to this Agreement shall be brought exclusively in the state or federal courts located in the Governing Jurisdiction, and each party hereby irrevocably consents to the jurisdiction of such courts.
15.3 Any disagreement about the operation of this Agreement shall be settled by the matter being promptly referred to a senior executive from each of the parties, authorised to agree a solution. The senior executives shall have 30 days from the raising of the disagreement to discuss and resolve the matter. If the executives are unable to mediate a resolution within thirty (30) days either of the parties may resort to formal legal action.
16.1 All notices required to be given under this Agreement shall be given in writing in English and sent by courier, email or special delivery to the relevant addressee at its address set out below, or to such other address as may be notified from time to time under this Agreement, and all such notices shall be deemed to have been received three (3) days after the date of posting in the case of special delivery or dispatch in the case of courier:
if to the Institution:
the address notified by the Institution on the Order Form or as otherwise agreed in Schedule 2
if to Digital Theatre:
Digital Theatre (US) LLC
111 W Illinois
Attention: Allison Yamoyany
17.1 This Agreement, its Schedules, and the Order Form, including any Special Terms (where applicable), constitute the entire agreement between the parties relating to subject matter of this Agreement, and supersede all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement of both parties in writing, and may be executed in counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
17.2 The Schedules shall have the same force and effect as if expressly set in the body of this Agreement and any reference to this Agreement shall include the Schedules.
17.3 If any term, provision or part-provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, whether by rule of law or public policy, such term, provision or part-provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant term or provision will be severed, and the remaining terms of the Agreement will continue to be valid and enforceable to the fullest extent permitted by law.
17.4 The rights of the parties arising under this Agreement shall not be waived except in a writing signed by authorized representatives of each party. A waiver of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other or further breach. Failure by either party to enforce any provisions under this Agreement shall not be deemed to be a waiver of future enforcement of that or any other provision.
17.5 Each of the parties hereto is an independent contractor, and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, or principal agent relationship between the parties, or authorize either party to make or enter into any commitments for or on behalf of the other party.
17.6 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
Digital Theatre respects your privacy and is committed to protecting your personal data. This privacy notice will inform you as to how we look after your personal data when you visit our website (regardless of where you visit it from) and tell you about your privacy rights and how the law protects you.
This privacy notice aims to give you information on how Digital Theatre collects and processes your personal data through your use of this website, including any data you may provide through this website when you subscribe to our service.
It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.
Digital Theatre.com Limited is the controller and responsible for your personal data (collectively referred to as “COMPANY”, “we”, “us” or “our” in this privacy notice).
“You” refers to the Institution.
If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact us using the details set out below.
Digital Theatre.com Limited
Ground Floor, Peninsular House
30-36 Monument Street
London, EC3R 8NB
You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (WWW.ICO.ORG.UK). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance. Our data protection officer is Allison Yamoyany who can be contacted at DPO@DIGITALTHEATRE.COM or via our postal address written above in “Contact Details”, please mark the envelope “Data Protection Officer”.
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.
1. THE DATA WE COLLECT ABOUT YOU
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:
- Identity Data includes first name, maiden name, last name, username or similar identifier, title.
- Contact Data includes billing address, delivery address, email address and telephone numbers.
- Financial Data includes bank account and payment card details.
- Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
- Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
- Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you use our website, products and services.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
IF YOU FAIL TO PROVIDE PERSONAL DATA
Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
3. HOW IS YOUR PERSONAL DATA COLLECTED?
We use different methods to collect data from and about you including through:
• Direct interactions. You may give us your Identity, Contact, Financial and Marketing and Communications Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
- apply for our products;
- create an account on our website;
- subscribe to our service;
- request marketing to be sent to you; or
- give us some feedback.
• Automated technologies or interactions. As you interact with our website, we may automatically collect Technical and Usage Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies.
• Third parties or publicly available sources. We may receive personal data about you from various third parties and public sources as set out below:
- Technical Data from parties such as Google (analytics provider based outside the UK)
- Identity and Contact Data from data brokers or aggregators such as The Education Company Ltd based inside the EU.
- Identity and Contact Data from publicly availably sources such as Dept for Education, OFSTED, school websites based inside the EU.
4. HOW WE USE YOUR PERSONAL DATA
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
- Where we need to perform the contract we are about to enter into or have entered into with you.
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal or regulatory obligation.
Generally we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us using the details in section 1 above or our contact us form.
PURPOSES FOR WHICH WE WILL USE YOUR PERSONAL DATA
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us, using the details in section 1 above or our contact us form, if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.
PROMOTIONAL OFFERS FROM US
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have requested information from us or purchased a Subscription from us and, in each case, you have not opted out of receiving that marketing.
We will get your express opt in consent before we contact you regarding participation in a prize draw, competition or to complete a survey.
You can ask us to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time, using the details in section 1 above or our contact us form.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service Subscription.
The Digital Theatre Plus website stores small pieces of information in your web browser. These pieces of information are called cookies and we need your consent to store them. Some of these cookies are set by third parties that we use to deliver the website. There are cookies that are strictly necessary for any user to use the website, whereby if refused, some parts of the website may become inaccessible or not function properly. You can renew or change your cookie consent at any time by selecting the link on the bottom right hand corner of the website.
CHANGE OF PURPOSE
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us, using the details in section 1 above or our contact us form.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
5. DISCLOSURES OF YOUR PERSONAL DATA
We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.
- Specific third parties including financial auditors, legal advisors, marketing agencies engaged to promote our business and products
- Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.
We may disclose your personal data if we believe doing so is required or appropriate to comply with law enforcement requests or legal process, such as a court order or subpoena.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
6. INTERNATIONAL TRANSFERS
Your personal data is stored and processed in the European Economic Area (EEA) and the United States of America, in compliance with the General Protection Data Regulation (GDPR).
Please contact us, using the details in section 1 above or our contact us form, if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA.
7. DATA SECURITY
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
8. DATA RETENTION
HOW LONG WILL YOU USE MY PERSONAL DATA FOR?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
Details of retention periods for different aspects of your personal data are available in our retention policy which you can request from us by contacting us, using the details in section 1 above or our contact us form.
In some circumstances you can ask us to delete your data: see below for further information.
In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
9. YOUR LEGAL RIGHTS
Under certain circumstances, you have rights under data protection laws in relation to your personal data. You have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
If you wish to exercise any of the rights set out above, please contact us, using the details in section 1 above or our contact us form.
NO FEE USUALLY REQUIRED
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
WHAT WE MAY NEED FROM YOU
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
TIME LIMIT TO RESPOND
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
10. STUDENT INFORMATION
In accordance with Children’s Online Privacy Protection Act 1998 (COPPA), Digital Theatre do not collect or disclose to third parties, the following Personally Identifiable Information on Authorized Users who are students:
- First and last name;
- A home or other physical address including street name and name of a city or town;
- Online contact information;
- A screen or user name that functions as online contact information (exceptions apply – see further below);
- A telephone number;
- A Social Security number;
- A persistent identifier that can be used to recognize a user over time and across different websites or online services (exceptions apply, please see below);
- A photograph, video, or audio file, where such file contains a child’s image or voice;
- Geolocation information sufficient to identify street name and name of a city or town; or
- Information concerning the child or the parents of that child that the operator collects online from the child and combines with an identifier described above.
In accordance with The Family Educational Rights and Privacy Act (FERPA), 34 CFR, Digital Theatre do not collect or disclose to third parties, the following Personally Identifiable Information on students:
- Name: full name, maiden name, mother’s maiden name, or alias
- Personal identification numbers: social security number (SSN), passport number, driver’s license number, taxpayer identification number, patient identification number, financial account number, or credit card number
- Personal address information: street address, or email address (exceptions apply – see further below)
- Personal telephone numbers
- Personal characteristics: photographic images (particularly of face or other identifying characteristics), fingerprints, or handwriting
- Biometric data: retina scans, voice signatures, or facial geometry
- Information identifying personally owned property: VIN number or title number
- Other personal information: student records
To enable Digital Theatre to effectively deliver services to the Institution and Authorized Users, the following data is collected because it is considered strictly necessary for Authorized Users (who can be students) to use the website:
i. Email Address of Authorized Users
ii. Internet Protocol (IP addresses) of Authorized Users
The reason for collection of the IP address is to identify the network address that the request came from for monitoring service health, preventing network attacks and investigating operational issues.
The IP addresses are transferred to:
- The Digital Theatre+ Web Server (located in Ireland) for providing a logged in user experience. Data is processed by Digital Theatre and stored in the local web server logs. Data is deleted after 4 hours.
- Google Analytics for reporting on content usage as part of our contractual obligations. Data is processed by Google whereby Digital Theatre has instructed Google Analytics to anonymise the IP address before storage, using the anonymize function. This instructs Google to remove the last octet of the IP address and replace it with a zero prior to storage.
- Amazon Web Services (AWS) for handling browser requests and load balancing. Data is processed by AWS and stored in AWS Load balancer. Data is deleted after session expiry.
- Cloudfare for monitoring network traffic and securing our site against attack. Data is processed by Cloudfare and stored in Cloudfare network devices. Data is deleted after request completion.
- Keen.IO. for providing account based usage COUNTER reports to customers who require them. Data is collected and stored by Keen.IO.
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.
Digital Theatre provides access to hours of content, including content provided by leading theatre companies to capture live performances authentically on screen. Digital Theatre respects the intellectual property rights of the artists, performers and the individuals and institutions that provide such content for your enjoyment
If you are a copyright or intellectual property rights owner or an agent thereof and believe that any content on the Service infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by contacting our Copyright Agent at:
Copyright Manager – Digital Theatre (US) LLC
30-36 Monument Street
You acknowledge that if you fail to comply with all of the requirements in the following bullet list, your DMCA notice may not be valid. You must provide the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- Electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
- A description of the material that you claim is infringing and where it is located;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the use of those materials is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.