Download a copy of the License Agreement here

DrivingPlates.com LLC – Non-Exclusive License Agreement

This agreement (this “Agreement”) is entered into as of 6.16.22 by and between ______________ (“Production Company”) and DRIVINGPLATES.COM, LLC (“Licensor”) regarding the use and integration of certain select content from the Licensor’s footage library in the (feature-length motion picture, television production, etc.) presently-entitled (TITLE) (the “Production”).

Production Company agrees to be bound by this Agreement and all terms and conditions set forth herein. In the event Production Company enters this Agreement on behalf of a third-party, such third- party is obligated to abide by this Agreement, provided that Production Company will, at all times, remain primarily liable to Licensor in the event of a breach of this Agreement by such third-party.

FOOTAGE:

For the purposes of this Agreement, the term “Footage” means Licensor content designated as PL00000-0000. If applicable, multiple footage IDs are listed at the end of this Agreement).

GRANT OF LICENSE:

Subject to the limitations set forth herein, Licensor hereby grants Production Company a perpetual, limited, transferable, non-exclusive and royalty-free right (except as otherwise set forth in this Agreement) to use, alter and reproduce the Footage solely in connection with the development, production, distribution, exhibition, advertisement, and promotion of the Production in any and all media, now known or hereafter developed, throughout the universe. Without limiting the foregoing, Production Company may sublicense the foregoing rights provided that such sublicense is strictly limited to activities necessary to develop, promote or exploit the Production and Production Company may not sublicense the foregoing rights in connection with any other project, product, or materials.

LIMITED LICENSE:

The Footage is only licensed for the purpose set forth above. The Footage may not be used in any way as standalone templates, stand-alone backgrounds, stock elements or effects imagery elements, made available as a stand-alone downloadable file apart from the Production or be included in any other stock footage product, library, collection, or set of clips. Additionally, the Footage may not comprise more than 25% of the length of the finished Production, even if the Footage is layered with other graphics, nor may the primary value of the Production be derived from the Footage. The Footage is strictly prohibited from being used as screen savers. Production Company agrees to adhere to current industry standards to prevent any third-party from duplicating or distributing any of the Footage included in the finished work. Further, Production Company may not digitally reconstruct, alter, or otherwise adapt the Footage for the purpose of creating virtual copies or templates of the same and Production Company may not-redistribute, reproduce, or otherwise integrate, the Footage into any virtual or gaming media, now known or hereafter devised including without limitation, virtual reality or augmented reality environments, gaming engines, or similar, without Licensor’s consent, to be given by Licensor in its sole discretion.

Production Company represents and warrants that it will not use the Footage in conjunction with, or as

part of pornographic, obscene, fraudulent, libelous, infringing, or illegal material.

For the purposes of this Agreement, the term “Footage” includes all customized visual effects created by Licensor, and, unless otherwise agreed upon in writing, Licensor remains the author and owner of such effects, and reserves the right to include them for sale in existing or future content or for individual purchase.

RESERVATION OF RIGHTS:

Any rights not granted herein are expressly reserved by Licensor. For the avoidance of doubts, any grant of rights herein is nonexclusive, and Licensor may, at any time, and in Licensor’s sole discretion, use or authorize any third-party including those that may be in direct competition with Production Company, to use and exploit the Footage for any purpose and in any manner or media now known or hereafter devised.

OWNERSHIP AND NOTICE:

Production Company acknowledges and agrees that Licensor owns all, right, title, and interest in and to the Footage, including all associated copyrights and other intellectual property rights and nothing in this Agreement may be construed as a transfer of ownership or copyright in the Footage.

LIABILITY:

To the maximum extent permitted by law, Licensor will not be liable to Production Company for any special, indirect, consequential, punitive, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss), regardless of the foreseeability of such damages or whether Licensor was advised of the possibility of such damages. Except in connection with Licensor’s indemnification obligations, as set forth herein, Licensor’s liability hereunder may not exceed the total amount due and payable to Licensor in exchange for the rights to the Footage.

Licensor acknowledges and agrees that in the event of a breach of this Agreement by Production Company, Licensor’s remedies will be limited to an action for damages and under no circumstances will Licensor be entitled to seek equitable or injunctive relief to restrain Production Company’s performance.

INDEMNITY:

Production Company will, at all times, indemnify, defend, and hold Licensor and its owners, officers, employees, agents, affiliates, and assigns harmless from and against any third-party damages, claims, liabilities, costs, and fees including reasonable attorney’s fees (collectively “Damages” ) arising from i) Production Company’s use of the Footage in any form, except to the extent such Damages resulted from Licensor’s breach of any representation or warranty herein; ii) Production Company’s breach of the representations, warranties, terms and conditions this Agreement, or iii) Production Company’s negligent act, omission or willful misconduct. Licensor shall indemnify and hold Production Company harmless from any and all third-party Damages arising out of Licensor’s breach of any obligation,

representation, or warranty set forth herein.

WARRANTY:

Licensor warrants the Footage to be free from defects in material and workmanship for 90 days from delivery. Production Company acknowledges and agrees that its sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Footage or a refund of the fee paid by Production Company, in Licensor’s sole discretion. Licensor represents and warrants that it is the sole owner of all copyrights for authorship of the content and that no permissions from any third party is required for the use of the Footage, as authorized herein. Production Company acknowledges and agrees that the Footage is acquired in the public space and, due to the nature of the content, releases of likeness and property are not possible. Accordingly and except for any express warranties set forth herein, Licensor hereby disclaims any and all other warranties, whether written or oral, or express or implied, including any warranty of quality, merchantability, or fitness for a particular use or purpose or any warranty of non-infringement of any intellectual property rights of third parties. In furtherance of the foregoing, Production Company acknowledges and agrees that any additional clearances with respect to the Footage are the responsibility of Production Company.

In addition to any other representations and warranties set forth herein, Production Company represents and warrants that it has the right and authority to enter into this Agreement and perform any obligations herein.

GOVERNING LAW:

The Parties hereby consent to the jurisdiction of the State of California and agree that its laws will be used to govern any disputes hereunder.

DISPUTE RESOLUTION CLAUSE:

Except as provided below, in the event of any dispute or controversy between the parties hereto, such dispute or controversy shall be resolved solely by confidential, binding arbitration under the auspices of the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure thereof, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted before a single neutral arbitrator familiar with the entertainment industry appointed in accordance with the Arbitration Rules. The arbitrator shall follow California law in adjudicating the dispute. Upon conclusion of any arbitration proceedings hereunder, the arbitrator shall render findings of fact and conclusions of law and provide a detailed written opinion setting forth the basis and reasons for any decision. The determinations of the arbitrator shall be final and shall not be subject to judicial review; provided, however, that any award or determination rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties shall share equally the costs of arbitration, including the costs of transcribing the arbitration, but each party shall bear its own attorneys’ fees and related costs, unless otherwise provided by law or statute.

The parties acknowledges and agree that any action for equitable relief or any action that cannot be

submitted to arbitration under applicable law shall be tried by a court of competent jurisdiction in Los Angeles County, California and, for that purpose, the parties hereby consent to the jurisdiction of the State of California.

GENERAL TERMS:

This Agreement is the complete and entire understanding of the parties, supersedes any prior discussions or agreements relating to its subject matter, and may only be modified by an amendment signed by all parties hereto. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default If one or more provisions of this Agreement are held to be unenforceable under applicable law, then i) such provision may be excluded from this Agreement, ii) the balance of the Agreement will be interpreted as if such provision were so excluded, and iii) the balance of the Agreement will be enforceable in accordance with its terms. This Agreement will be binding upon and inure to the benefits of the parties hereto and their respective heirs, executors, personal representatives, successors, and permitted assigns. Notice to Licensor under this Agreement may be sent to:

contact@drivingplates.com .