CineGrid is an international non-profit membership organization whose mission is to build an interdisciplinary community focused on the research, development and demonstration of networked collaborative tools, enabling the production, use and exchange of very high-quality digital media over high-speed photonic networks.

Members in good standing are those organizations and their representatives that have paid the current annual membership dues to the CineGrid membership organization and that continue to honor these terms.

CineGrid Exchange Content (hereinafter Content) is any digital media asset for which CineGrid has sought usage rights from others and made available to Members pursuant to these terms. Content may include, among other things, digital audio, digital video, digital images and image sequences of various types, interactive games or other programmable content, ancillary data, control data, and/or descriptive metadata in a variety of formats. It is understood that each piece of Content has its own additional governing rights terms. CineGrid will provide information about such Content-specific usage terms, and Members will inform themselves about and abide by such terms. (Typically, notice will be provided by click through authorization when accessing the applicable Content.)

Subject to any additional Content specific usage terms, Members may use Content for the following purposes only: a) To present the Content to audiences for non-commercial demonstrations (i.e., there can be no charge to attend the specific presentation of Content). This can include demonstrations at workshops, conferences, symposia, festivals and exhibitions, presentations for teaching, technical presentations, VIP or press presentations, etc. b) To use the Content to evaluate technical systems in their facilities. c) To transmit the Content via secure networks between CineGrid nodes for experimentation by Members, or to enable Members to demonstrate the quality of recording, networking and presentation technologies. d) To use the Content (again, as permitted under the applicable usage terms for each item of Content) for experiments in digital archiving and digital asset management, digital distribution, format conversion, compression, transcoding, network transmission and network protocols, human perception, design of auditoriums, or other research purposes. Any other usage of the Content must be approved by CineGrid and/or the owner/licensor of such Content (at their complete discretion), in writing, in advance. All such requests should be sent to: Dana Plepys, Director, CineGrid Exchange, and Darcy Gerbarg, Executive Director, CineGrid, .

The limited usage rights described in this agreement are granted to CineGrid Members in good standing, on a non-exclusive, royalty-free basis, for the term of their membership. Network access to CineGrid Exchange repositories will be available to Members in good standing using security procedures intended to restrict such access to authenticated and authorized users. At all times, Members will give clear credit to the Content producers and to CineGrid as the sponsoring host organization for CineGrid Exchange Content. CineGrid may notify Members of such reasonable attribution guidelines from time to time, and Members will thereafter abide by them. Members agree to make all reasonable efforts to protect and maintain the security, integrity and any proprietary legends/marks (if any) of all Content obtained under this agreement, including preventing Content from being broadcast on television or elsewhere, published in print or electronic magazines, webcast over the public Internet, posted to a general access web-portal, or becoming otherwise accessible to non-Members via any public, private, or personal distribution system. Failure to make reasonable efforts to protect Content from unauthorized usage is grounds, at CineGrid's discretion, for immediate termination of these usage rights. CineGrid has used reasonable efforts to secure appropriate authorization from Content rights-holders but cannot make any warranties as to the completeness or authenticity of such authorization. Notwithstanding any other provisions of this agreement or other implied warranties, CineGrid cannot assure that a third party will not make a claim against Member related to the use of Content pursuant to this agreement. Nor will CineGrid indemnify Members against any legal action that may be taken by Content rights-holders for any use or distribution of Content. Upon a lapse in membership, termination of this agreement or the authorizations described in Section 5, all Content will be returned by Member to the CineGrid Exchange or destroyed. A self-certification letter of this disposition must be sent to CineGrid within 30 days of termination.

The following terms of the CineGrid membership agreement are included in this agreement: Unless otherwise mutually agreed to in writing, this agreement will be governed by the laws of the State of Delaware, without regards to conflicts of laws principles (EXCLUDING THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT AND ANY ADAPTATION OF THIS ACT, AND ANY DISPUTE WILL BE LITIGATED IN THE FEDERAL DISTRICT COURT LOCATED THERE WITH VENUE. Either party can elect equitable relief to specifically enforce provisions of this Agreement or to enjoin specific violations given the likely inadequacy of damages. The prevailing party in any legal action related to this Agreement is entitled to recover its reasonable attorneys’ and experts’ charges. Late payments bear interest at the rate of one percent per month or any lower legal maximum. Any payments are due net thirty days from date of invoice to the extent correct and actually received and any taxes due related to the transaction would be payable by Member. At CineGrid’s reasonable request from time to time not exceeding once per year, Member will review its usage practices with respect to all Content and will provide CineGrid with a report detailing its use and circulation of the Content, and CineGrid may audit such report and related records to confirm compliance subject to reasonable confidentiality restrictions. Any audit will be conducted at a mutually agreed to time during Member’s business hours at Member's offices, will be limited to those records pertaining to the Content and will not interfere with Member's operations. This is the complete agreement of CineGrid and Member with respect to the Content, and its provisions may only be waived or modified in writing. This license is written and will be construed in standard American English, even if translated into other languages or used in places relying on other languages. The parties recognize that this agreement is intended for use in multiple jurisdictions. Any ambiguities will be clarified in an equitable manner without regard to authorship and minor errors and misspelling will be corrected to give maximal effect to obvious intent of protecting Content owners’ rights. These Content owners and licensors are intended third party beneficiaries of this agreement.