NPI hereby grants to Licensee, including its successors and assigns the non-exclusive rights to incorporate and use the Footage, (the "Footage") as specified on the invoice provided to you with this License Agreement, attached hereto and incorporated herein by this reference (“Invoice”) and on the terms and conditions contained herein. This nonexclusive, non-transferable license to use the Footage is subject to the following terms.
1. Footage Comp License: NPI hereby grants you the non-exclusive, limited license to use the watermarked, low-resolution version of the Footage as a comp (the “Comp Footage”) solely in test, sample, comp or rough cut evaluation materials. You may not display Comp Footage or otherwise distribute or disseminate Comp Footage to the public. Comp Footage may be edited by Licensee provided the NPI watermark is not removed or altered in any way.
2. The Master may not be used in any way, and no rights are granted, until payment of all fees stated on the Invoice(s), and any other applicable fees or costs (collectively the “License Fee”) and delivery of the Master by NPI. Licensee's right to use same shall be only on the terms specified herein.
3. Footage at all times remains the property of NPI and/or the copyright owner. Licensee does not acquire any right, title or interest in or to any Footage or other licensed material, and will not make, authorize or permit any use of the Footage or other licensed material other than as specified herein. Full credit and copyright information must remain with all Footage.
4. NPI has the right to grant the rights specified herein. NPI agrees to license Footage on a non-exclusive, royalty free basis, in perpetuity for use in any and all media whether now known or hereafter devised.
5. Licensee may not sell, rent, lend, sublicense, or otherwise transfer any Footage or the right to use or reproduce Footage, and will take all commercially reasonable efforts to prevent third parties from doing.
6. Footage may not be used for any pornographic, or libelous, defamatory or other unlawful purpose; or in a manner that would tarnish, damage or harm the rights of another; or as a trademark or service mark; or in violation of the trademark or copyright rights of others; or in a manner that would give rise to a claim of deceptive advertising or unfair competition. Licensee shall not represent, expressly or by way of implication that the Footage was created by Licensee or any other person other than NPI and/or the copyright holder if not NPI. No model releases or other releases exist on any Footage unless the existence of such release is specified in writing by NPI. NPI gives no rights or warranties with respect to the use of names, trademarks, logo types, designs or works of art depicted in any picture, or the registrations or copyrights thereof, and Licensee must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
GENERAL PROVISIONS
7. All rights not specifically granted herein to Licensee are reserved for NPI's use and disposition without any limitations whatsoever.
8. NPI represents and warrants that NPI owns or controls all necessary rights in and of the Footage to grant the rights set forth herein. NPI makes no representations and warranties other than those set forth herein. Licensee represents and warrants that the person signing below has the full power and authority to bind Licensee to the terms herein. NPI shall indemnify and hold Licensee harmless from and against all claims, damages, liabilities, and/or lawsuits, including reasonable outside attorneys' fees (collectively “Claims”), arising from or relating to any breach of NPI’s representations and warranties contained herein. Notwithstanding the foregoing, NPI’s liability shall be limited to the amount of the License Fee. Licensee shall indemnify hold NPI harmless from all Claims arising from or relating to Licensee’s breach of this License Agreement.
9. This License Agreement contains all the terms of the agreement concerning use of the Footage, and no term or conditions may be added or deleted unless made in writing and signed by both parties. These terms and the terms of any subsequent invoice/copyright license supersede any and all prior agreements and understandings pertaining hereto.
10. Unless specified on Invoice, payment herein is to be net thirty (30) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to NPI within ten (10) days after receipt of invoice. NPI offers no kill fees or refunds on footage ordered. After release of Footage to Licensee, all fees on Invoice must be paid in full whether Footage is used or not and no refunds will be given.
CLAIMS OR DISPUTES
11. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Los Angeles, California, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the State having jurisdiction. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of California. If NPI is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole by Licensee for such reasonable legal fees or costs.