LICENCE AGREEMENT TERMS
DPP Motion and the Client agree that the Terms chosen by the Client, for the purchase of either/or/all Royalty Free and Rights Ready Content online on the DPP Motion website (and Rights Managed Content purchased offline), will together form the Agreement between the parties and will all be binding upon both DPP Motion and the Client as from the Effective Date.
The parties have agreed that these Terms constitute an offer by DPP Motion in relation to the Content and the Client has indicated its acceptance to all matters contained within the Terms by its use of the "I Accept" button on the DPP Motion website. DPP Motion may, but is not required to, send a confirmation of receipt of the electronic acceptance to this Agreement by the Client.
The information from this table below can be generated from the Clients' online purchase process:
THIRD PARTY RELEASES
This is the date of Content purchase
DPP FZ LLE, trading as DPP Motion
This is the entity that is seeking the licence for the footage
This is the entity that will use the Content, if it is not the same as the client e.g. agency or clients' end client
Description of the footage in question
How long does the license last, e.g. 2 years or In perpetuity
Where can the Content be used, e.g. National or Worldwide
How the Content can be distributed, e.g. Broadcast or Internet
The project in which the Content will be used, e.g. Advertising or Corporate
The way that the Content can be used, which is as part of the Use in the Media within the Territory for the Term, e.g. Royalty Free or Rights Ready
As per online price quote
Credit card via online payment gateway
CONTENT LICENCE AGREEMENT TERMS
1.1. The Client has previously received a quote for the use of the Content from DPP Motion.
1.2. If the Client licenses any Content from DPP Motion, the licence will be on these Terms, and the Client agrees to be bound by these Terms. The Client acknowledges that the availability of Content cannot be guaranteed until the time that the Fee is paid in full and this Agreement is signed by the Client.
2.1. Unless defined within these Terms, any capitalised terms that are used within these Terms have the definition that has been provided within the Term Sheet (table above).
3. RIGHTS GRANTED
3.1. DPP Motion agrees to license the Content to the Client for the Term for the Usage in the Media within the Territory. The Rights may be exploited only by the Client and/or the End Client. Where an End Client uses the Content, the Client agrees that it must ensure that the End Client exploits only the Rights in relation to the Content.
3.2. In consideration of the Rights, the Client will pay the Fee to DPP Motion by the Payment Method.
3.3. The Client also agrees to pay the Technical Fees and the Delivery Fees.
3.4.The Client acknowledges that the grant of the Rights is conditional upon the Client's acceptance of this Agreement by clicking the "I Accept" button on the relevant page of the DPP Motion website; and the receipt of the Fee by DPP Motion in full.
3.5. Once the Fee is received, the Client will receive access to the Content through the DPP Motion website by way of a digital password which will allow the Client to download a high-resolution digital copy of the Content.
3.6. The Client will add any copyright notices that may be required by DPP Motion (as notified in writing) on each use of the Content.
Any use of the Content by the Client that extends beyond the Rights must be re-licensed through DPP Motion under a new agreement. Additional use of the
3.7. Content without such a new agreement from DPP Motion will be considered to be an infringement of rights. The Client agrees that any additional and unauthorised use of the Content will result in payment by the Client of a rights fee that is at least double the rate normally charged by DPP Motion for that particular usage.
3.8. Except for the grant of the Rights, no rights in or relating to the Content shall pass to the Client. All rights in and relating to the Content are reserved to the original copyright owner (which may be DPP Motion or a third party) and the Content remains the exclusive property of DPP Motion or that third party.
3.9. The Client understands that DPP Motion may monitor the Client's adherence to the terms of this Agreement and may take action against the Client if the Client breaches the terms of this Agreement.
4.1. The Client will not make or permit any alterations, additions, or subtractions in respect of the Content, including without limitation any digitalisation or synthesizing of the Content, alone or with any other material, by use of computer or other electronic means.
5. THIRD PARTY RELEASES
5.1. DPP Motion is not responsible for obtaining model, property, trademark, logo, music or other releases in connection with any of the Content (the "Third Party Releases") unless it is specifically noted otherwise in the Term Sheet. The Client acknowledges that, unless specifically noted otherwise in the Term Sheet, no Third Party Releases are available for the Content. The Client is therefore responsible for obtaining all necessary Third Party Releases prior to using the Content in any manner.
5.2. If DPP Motion provides any Third Party Releases to the Client, DPP Motion makes no representation, warranty or guarantee as to its sufficiency with regard to the use of the Content by the Client or the End Client.
5.3. Without limiting the generality of clause 5.2 and clause 6.1, the Client will indemnify and hold DPP Motion harmless against any and all claims, liability, damages, costs, and expenses (including reasonable legal fees and expenses) arising out of the Client's use and/or the End Client's use of the Content or any part of the Content including without limitation:
5.3.1. use of the Content that required Third Party Releases but such Third Party Releases were not obtained by the Client or the End Client; and/or
5.3.2. use of the Content that exceeds the scope of the Rights granted by DPP Motion under this Agreement.
6.1. The Client will indemnify and hold DPP Motion harmless against all claims, liability, damages, and expenses (including reasonable legal fees and expenses) in connection with a breach of this Agreement or any third party claim arising out of the use of the Content, including but not limited to defamation, right of privacy, right of publicity, and obscenity claims.
6.2. DPP Motion makes no representation or warranty with respect to the use of any names that may be depicted in any Content or the accuracy of captions accompanying any Content.
6.3. DPP Motion will not be liable for any delay, damage, loss (including but not limited to consequential loss) or claim that may occur because of, or related to:
6.3.1. any problem or technical malfunction of any computer equipment, software or internet connection that is associated with DPP Motion;
6.3.2. the use of the Website (including without limitation any error, omission, interruption, deletion, defect in or relating to the Website);
6.3.3. infection by computer virus;
6.3.4. delay in operation or transmission or other communications line failure;
6.3.5. theft, destruction or unauthorized access to any computer systems;
6.3.7. technical failures; or
6.3.8. any other causes beyond the control of DPP Motion.
7.1. DPP Motion may terminate this Agreement at any time by providing written notice with immediate effect if the Client becomes insolvent or enters into liquidation. If this Agreement is terminated under this clause 7.1, the Parties agree that:
7.1.1 neither the Client nor the End Client can use the Content in any manner past the date of the written notice of termination; and
7.1.2. DPP Motion will, as consideration for the Rights that were exercised by the Client up to the date of the written notice of termination, be entitled to retain the Fee.
7.2. DPP Motion may terminate this Agreement at any time by providing written notice with immediate effect if the Fee is reclaimed by a third party or otherwise has to be repaid to a third party for any reason (including without limitation because of fraud or other acts of deception). If this Agreement is terminated under clause 7.2, the Parties agree that:
7.2.1. neither the Client nor the End Client can use the Content in any manner past the date of the written notice of termination; and
7.2.2. DPP Motion will, as consideration for the Rights that were exercised by the Client up to the date of the written notice of termination, be entitled to seek reimbursement of the Fee from the Client or the End Client.
7.3. If, for any reason, the Content is not capable of being delivered as set out in clause 3.4, DPP Motion reserves the right to deliver the Content in any other manner that is reasonable and, if this cannot be done within 15 days of the payment of the Fee, DPP Motion may then terminate this Agreement by providing written notice with immediate effect. If this Agreement is terminated under this clause 7.3, the Parties agree that:
7.3.1. neither the Client nor the End Client can use the Content in any manner; and
7.3.2. DPP Motion agrees to return the Fee to the Client within 30 days.
8.1. If the Fee is paid by wire transfer, DPP Motion will not bear banking fees. Any banking fees will be added to the Fee and the Content will not be released to the Client until it is received in full.
9. DESTRUCTION OF CONTENT AFTER USE
9.1. The Client agrees that the Content may not be stored or archived by Client and the Client will ensure that the Content is not stored or archived by the End Client. The Client agrees to destroy all material relating to the Content that it receives from DPP Motion (whether held by the Client or the End Client) within one week after the Term.
10. ASSIGNMENT, SUBLICENCE AND TRANSFER
10.1. Any rights granted to the Client under this agreement are licensed exclusively to the Client for use by itself and by way of a sub-licence to the End Client and cannot be assigned, sublicensed or transferred to any other third party.
10.2. It is understood that such assignment, sub-licence or transfer that is done in breach of clause 9.1 would be considered to an additional use and would require the payment of additional fees in accordance with clause 3.6. DPP Motion will have the right to invoice the Client for any such unauthorised use.
10.3. This Agreement may not be assigned or otherwise transferred by the Client without the prior written consent of DPP Motion. DPP Motion may assign or sublicense its rights under this Agreement to a third party.
11.1. All notices required to be given or information supplied by either of the parties to the other pursuant to the provisions of this Agreement must be in writing and must be sent:
11.1.1. by mail, with a copy sent by email to the other party; or
11.1.2. by hand; with a copy sent by email to the other party,
11.1.3. to the addresses first set out above or to such other address as may from time to time be notified in writing by either of the parties to the other and in the case of DPP Motion, with an email copy to Mark Hill at email@example.com. Notices will be deemed to have been received within 48 hours of the time that the notice was dispatched by the party giving the notice.
12.1. This Agreement represents the entire understanding between the parties in relation to the Client's use of the Content.
12.2. The parties to this Agreement are independent contractors. Neither party is an agent, representative, partner or employee of the other party.
12.3. Each and all of the provisions of this Agreement are binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, and successors.
12.4. This Agreement can only be changed or modified by written agreement signed by DPP Motion and the Client.
12.5. If any provision of this Agreement is determined by a court of law to be invalid, void or unenforceable in any jurisdiction, then this Agreement will be construed so as to affect the widest possible grant of right without violating the law of the jurisdiction.
12.6. The parties agree that this Agreement will be governed by the law in force in the Emirate of Dubai and the parties submit to the non-exclusive jurisdiction of the courts of Dubai.