Welcome to DRIVINGPLATES.COM (referred to herein as either www.drivingplates.com, or the "Site"), a website owned and operated by DRIVINGPLATES.COM LLC (“Company”). Subject to the following Terms of Service (“Terms”), DRIVINGPLATES.COM LLC provides users of the Site with access to a collection of downloadable images and motion picture footage, including watermarked samples, preview clips, and final clips (“Services”).
In employing the use of any DrivingPlates.com services, you automatically agree to be bound by the terms set forth. Some of our users may be entering into this agreement on behalf of another party. If this be the case, the user and the other party are obligated to abide by the rules and limitations of this agreement. This does not cease to be the case if you end representation of that other party, such as ending employment by your employer, at such time your employer, studio, distributor or owner of the rights' of the project will continue to operate under this agreement.
In the event of substantive changes to the terms of this Agreement, you will be notified with a notice on the site. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.
1. BINDING EFFECT. This is a binding agreement. By using these services provided in connection with the Site, you agree to abide by these Terms, as Company may amend them from time to time in its sole discretion. By using the Services, you state that:
a. You can legally form a binding contract with Company, and
b. You will comply with these Terms and all applicable local, state, national and international laws, rules, and regulations
2. TERMS AND DEFINITIONS.
a. “Footage” or “Visual Content” means any images, animations, motion graphics, motion pictures, films, videos, sample clips, watermarked clips, final clips, or other visual representations, recorded in any format that are available for license from the Company.
b. “Production” and “Productions” shall mean multimedia productions, including, but not limited to, films, videos, television series, commercials, and advertisements.
c. "Royalty Free” means we are assuring you that after the set license fee, you will not be asked to pay any further charges pertaining to a single or multiple use of the licensed content within your Production.
d. “Limitations” and “Restrictions” refer to the specific uses of DrivingPlates.com products that are unauthorized and NOT allowed by DrivingPlates.com LLC, and are exceptions to the grant set forth by this Agreement.
4. COMPANY SERVICES. Company provides two (2) levels of access to the Site and its Services:
a. Free Preview Access. Site visitors will be able to view Company’s catalog of sample and other downloadable Footage and images.
b. Downloadable Access. Site visitors may download watermarked, sample preview, and final clips, some which may be subject to fees, and shall be subject to the Terms and licenses described herein.
5. LICENSES. By clicking on the “I Agree” button, Company hereby grants you a non-exclusive, non-transferable and royalty-free right to use, modify and reproduce Visual Content designated in the download link (“License”) subject to the limitations set forth herein. In connection therewith, Company agrees to make the Footage available to you for use subject to the terms and conditions set forth below:
a. Footage Use Limited License. This License grants you the right to download and use final clips for use in productions (e.g., a film, video, television series, advertisement, or other multimedia production). In consideration for the license fee, the Production will have the right to use the Visual Content in connection with the distribution, exhibition, and exploitation of the Production in any and all media, now known or hereafter developed, in perpetuity throughout the universe, in compliance with the Limitations and Restrictions. The Footage may only be used solely for use in the above stated Production and for no other purpose whatsoever. You may not sell, rent, lease, loan, or sub-license the DrivingPlates.com content to another person, company, or party. Any material produced using the DrivingPlates.com content must be for the Production's own use and not for individual use outside the Production, whereby the end-user of Your work must be either Your company, employer, client, studio or customer.
b. Footage Comp License. This License grants you the right to download and use watermarked or preview clips for use in productions (e.g., a film, video, television series, advertisement, or other multimedia production) as a comp (“Comp Footage”) solely in test, sample comp, or rough cut evaluation materials. Footage Comp Licenses do not permit you to display or distribute to the public or incorporate it in any final materials. Comp Footage may be edited, but you may not remove or alter the Company’s watermark. Comp Footage is available to license under the Footage Use License at the time it is downloaded as Comp Footage, but Company makes no guarantees and shall have no obligation to ensure that said Comp Footage will be available for license at any time thereafter.
c. Custom Licenses. If you have any questions or concerns regarding any aspect of our license terms, we invite you to email us at firstname.lastname@example.org or call 323-800-2466.
6. Allowed General Use. The Visual content, edited or used in unedited form, on 5 or more network-based or single computers within the same company. Notwithstanding the foregoing, You may license and/or transfer ownership of the final project in connection with the distribution, exhibition and exploitation of the final project containing the licensed Footage as may be necessary; however, such right does not extend to distribution or transfer of the rights of the Visual Content to an outside project.
The Visual Content may be used in projects such as feature film, television, multimedia, internet, broadcast, commercials, live performance, video, advertisement, printed projects, or presentations. The Visual Content in whole or in part, and any derived work thereof may not be used in any way as templates, stand-alone backgrounds, stock elements or effects imagery elements, made available as downloadable files or included in any other stock footage product, library, collection, or set of clips for distribution or resale, regardless of whether the Visual Content has been drastically altered. All customized visual effects created by Company fall under this same agreement, and, unless otherwise agreed upon in writing, Company 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.
7. RESERVATION OF RIGHTS. Company reserves all rights to the Footage. Company shall at all times, anywhere in the world, whether or not in conflict or competition with the Production, have the right to use or authorize other to use the Footage in any way desired. Additionally, you agree to take all reasonable steps possible to prevent any third party from duplicating or distributing any of the Visual Content included in the finished work.
8. COPYRIGHT NOTICES. All Visual Content is copyright DrivingPlates.com LLC and are protected by United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Visual Content are transferred to you. Company retains all rights not expressly granted by this license agreement. Production represents and warrants that it will have the notice required for copyright protection under the United States Copyright Act and in accordance with the requirements of the Universal Copyright Convention.
9. EXPRESS RESTRICTIONS. The DrivingPlates.com content may not under any circumstances be used in or in conjunction with, or as part of pornographic, obscene, fraudulent, libelous, infringing, or illegal material.
10. PROHIBITED USES OF THE SITE AND SERVICE. Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; (e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties; (f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information or (g) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.
11. INTELLECTUAL PROPERTY NOTICES. The name "DRIVINGPLATES.COM LLC" and its logo are trademarks of Company. The Site contains proprietary, original material that is protected by U.S. copyright and international treaties. Company retains all intellectual property rights with respect to such proprietary, original material. It is understood that anyone who misappropriates the Company's name or content for commercial use, without the express permission of the Company, may subject himself to civil or criminal penalties. Similarly, any commercial publication or exploitation of the Services or any content provided in connection therewith is specifically prohibited and anyone wishing to do so must first request and receive prior written permission from Company.
13. DISSEMINATION, DISCONTINUANCE OR MODIFICATION OF SERVICES. Company may change or discontinue any of its Services at any time and without notice and without liability to you. Company may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. Company, at its sole discretion, may occasionally make modifications to the Site, its servers, and the information, resources and data contained therein.
14. LIMITATION ON LIABILITY. DrivingPlates.com LLC will not be liable to you 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) arising out of the use of or inability to use the DrivingPlates.com content except to the extent of DrivingPlates.com LLC negligent acts or omission or to the extent of DrivingPlates.com LLC breach of any warranty set forth herein. In no event shall DrivingPlates.com LLC's aggregate liability to You exceed Ten Thousand Dollars ($10,000) USD.
15. INDEMNIFICATION. You agree to indemnify and hold Company harmless from and against any damages or liability of any kind arising from your use of the Visual Content in any form, any breach of the terms and conditions of this Agreement, or your negligent act, omission or willful misconduct. Company shall be limited to an action for money damages for any breach by you under this agreement.
16. WARRANTY. Company warrants the content to be free from defects in material and workmanship for 90 days from delivery. Except for Company's breach of any warranty herein, your sole and exclusive remedy for a breach of this warranty is the replacement of the Visual Content, applicable media, or a refund of the license fee, at the sole option of the Company. Company represents and warrants that Company is the sole owner of all copyrights for authorship of the content and that no permissions from any third party is required. The content is acquired in the public space and, due to the nature of the content, releases of likeness and property are not possible. As such, the content is to be considered for editorial use and any additional clearances are Your responsibility. Company makes no other warranties or representations with regard to the Visual Content and any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement are hereby disclaimed.
17. ENFORCEABILITY. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
18. GOVERNING LAW. The parties agree that in the event of any disputes arising hereunder, such disputes shall be governed under the laws of the state of California. The parties further agree to be subject to the jurisdiction thereof.
19. ARBITRATION. All disputes arising out of this agreement shall first be negotiated between the parties in good faith. Should a dispute arise between You and DrivingPlates.com LLC, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for claims regarding intellectual property rights) under this Agreement, shall then be submitted to mediation in accordance with the rules of Arts Arbitration and Mediation Services, a program of California Lawyers for the Arts. If mediation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration. The arbitrator shall be selected in accordance with the rules of Arts Arbitration and Mediation Services, a program of California Lawyers for the Arts. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of California. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. Any mediation or arbitration shall be conducted in Los Angeles, California.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISPUTE RESOLUTION AGREEMENTS RESULT IN EACH PARTY GIVING UP HIS, HER OR ITS RIGHT TO A JURY TRIAL OF ALL ISSUES. EACH PARTY HEREBY EXPRESSLY WAIVES HIS, HER, OR ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY AND ALL DISPUTED ISSUES IN ANY MANNER RELATING TO OR ARISING OUT OF THE TERMS AND CONDITIONS OR PERFORMANCE OR NON-PERFORMANCE OF TERMS AND CONDITIONS OF THIS AGREEMENT.
a. No Class Actions. YOU AND COMPANY AGREE THAT YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
b. Cause of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
20. GENERAL PROVISIONS.
a. Entire Agreement. This Agreement contains the entire understanding of the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. Any ambiguous, additional, or perceived oral agreements will not be included in this agreement unless they are reduced to writing with signatures by both parties. No term or condition may be added, deleted or modified unless made in writing and signed by both parties. This Agreement is intended to supersede, replace, and render null and void any similar written or oral agreements currently in place between the parties related to this subject matter.
b. Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
c. Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
d. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with Company, or as properly updated, or, in the absence of a valid electronic mail address, via any other method Company may elect in its sole discretion, including, but not limited to, via posting on the Website.
e. Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of Washington applicable to agreements entered into and to be wholly performed in Washington, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in Arbitration clause above.
f. Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
g. Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
h. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
i. Assignment. Company may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining Company's prior written consent, unless authorized above.
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