MIDPENINSULA COMMUNITY MEDIA CENTER PRODUCER AGREEMENT

1. I agree that my signature below or my use of Midpeninsula Community Media Center’s (hereinafter the “Media Center’s“) equipment, facilities or other resources (if earlier) shall constitute my acceptance and agreement to comply with this Midpeninsula Community Media Center Producer Agreement (“Agreement”), including any amendments adopted by the Media Center. Amendments will be effective ten (10) days after the date Media Center provides me notice of such Amendments.
2. I understand that access and use of Media Center facilities and equipment is open to all persons who live or work within the Joint Powers area (defined below), and/or those producing tapes for organizations within the Joint Powers area. To be eligible for use, I certify that (a) I am a resident of or that I work in the Cities of Palo Alto, East Palo Alto and Menlo Park, the Town of Atherton or the portions of the Counties of San Mateo and Santa Clara in our service area, as may be amended (the “Joint Powers”), or (b) I have provided to Media Center a letter from a sponsoring organization within the Joint Power area.
3. Program material that I will record and/or submit for cablecast will not contain:
   A. Spam, advertising or material designed to promote the sale of commercial products or services.
   B. The solicitation or appeal for funds for any purpose (unless specifically authorized in writing by the Media Center)
   C. Material which constitutes defamation, libel, slander, invasion of privacy or publicity rights, unfair competition, violation of any intellectual property rights (e.g., trademark, copyright, patent, trade secret, or moral rights), breach of any third party agreement, or which might violate any local, state or federal law.
   D. Material which constitutes or promotes any lottery or gambling enterprise.
   E. Material which is obscene, as defined by applicable law, threatening, harassing, false, offensive, pornographic, harmful to children or otherwise objectionable.
   F. Material which may create an immediate danger of damage to property or injury to persons.
4. I shall not use the Media Center channel space, facilities or equipment for any financial gain or other commercial purposes. Exceptions to this include funding from a foundation or underwriting to produce a non-commercial program, or when the producer is an employee of a non-profit agency and will produce a show about that agency as part of his/her job hours. Underwriting credits will not include prices, product comparisons or descriptions, inducements to buy products, or hours of operation. They will not be over 10 seconds in duration per underwriter.
5. I will not allow anyone to handle Media Center equipment during production of my program who has not been certified by the Media Center in writing to operate its equipment.
6. I agree to pay the costs of any repair or replacement of equipment, facilities or other resources resulting from damage, careless handling, misuse or theft while such equipment, facilities or other resources are in my possession, use, or control or issued to me, normal wear and tear excepted. I understand the penalties (set forth in the Equipment Checkout Form) that apply if I do not return equipment on time.
7. I understand that programming produced with Media Center equipment or facilities is for cablecast on Channels 27, 28, 30 and or 75 (unless a specific exception is granted by the Media Center in writing). I understand and agree that Media Center has no obligation to cablecast my content.
8. I understand that I will retain the copyright to any show that I produce using the Media Center equipment or facilities. I hereby grant the Media Center an irrevocable, non-exclusive, royalty-free, fully-paid, perpetual and worldwide license to use my content, including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, prepare derivative works of, edit, translate and reformat my content using any and all media or distribution methods (now known or later developed), and/or to incorporate it into a collective work, and to grant sublicenses of the foregoing. I agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to my content. I will leave the edited master in the Media Center library unless I supply the Media Center with a dub in the same format as the edited master, which will be made at my own expense.
9. I acknowledge that the Media Center may publicly disclose my first and last name and email address in connection with my content. For example but without limitation, the Media Center may list my first and last name and email address with my content on its website or disclose my first and last name and email address to third parties that inquire about my content. I hereby consent to Media Center publicly disclosing my first and last name and email address in connection with my content.
10. I understand that I may lose my access privileges if I am under the influence of alcohol or drugs, abusive, or disruptive on the Media Center premises, or act overly careless with Media Center equipment or facilities. I will not carry a weapon on the Media Center premises unless I am doing so in an official capacity as an officer of the law.
11. I understand that I will not sell copies of my tape for a profit (an amount over the cost of dubbing and postage) unless I am doing so as a non-profit agency under a separate contract with the Media Center permitting such for-profit use. Neither will I sell the program as “video-on-demand” over the Internet for a profit, without a separate contract with the Media Center permitting such for-profit use.
12. I understand that if I use the Media Center equipment or facilities to make a program, then a credit to the Media Center will appear on that program which will not be left off if copied for distribution elsewhere.
13. I agree to indemnify, defend and hold harmless the Media Center and each and every Joint Power and their respective directors, officers, agents and employees from and against any and all claims, suits, losses, damages, liabilities, costs, and expenses, including without limitation costs and attorneys’ fees, from any claim or demand made by any third party arising from or in connection with my use of the Media Center channel space, facilities, equipment, and/or other resources or my violation of this Agreement or any applicable laws, rules, regulations, or other requirements of local, state or federal authorities, including without limitation for claims of libel, slander, invasion of privacy, personal injury, or infringement of common law or statutory copyright or for breach of contract.
14. I agree that I shall not represent myself or any other person involved in volunteer productions or public access programming activities as an employee, representative or agent of the Media Center.
15. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EQUIPMENT, FACILITIES AND OTHER MEDIA CENTER RESOURCES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MEDIA CENTER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE.
16. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MEDIA CENTER OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF USE DAMAGES OR LOST PROFITS OR GOODWILL) ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE EQUIPMENT, FACILITIES OR OTHER MEDIA CENTER RESOURCES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF MEDIA CENTER, ITS SUPPLIERS, OR LICENSORS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF ANY DAMAGES.
    THE MAXIMUM LIABILITY OF MEDIA CENTER ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE EQUIPMENT, FACILITIES OR OTHER MEDIA CENTER RESOURCES, SHALL NOT EXCEED U.S. $50. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE MEDIA CENTER’S LIABILITY. IN NO EVENT SHALL MEDIA CENTER’S SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE EQUIPMENT, FACILITIES OR OTHER MEDIA CENTER RESOURCES.
17. Any waiver of any breach of this Agreement shall not waive any continuing or other breach of the same provision or any other provision of this Agreement. Should a dispute arise between parties with respect to their rights and duties under this Agreement, the prevailing party in such dispute shall be entitled to recover its attorney’s fees and costs incurred in connection therewith. This Agreement may not be assigned or otherwise transferred by me without Media Center’s prior written consent, and any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement is governed by the laws of California, without regard to conflict of law principles that may cause the laws of another jurisdiction to apply. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Santa Clara County, California in the event of any dispute of any kind arising from or relating to this Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.