Purpose; Limitations. Plex is awarding this grant solely to carry out the project described in the winning application which is attached hereto and incorporated in this Agreement by reference (the “Project”). You may not use the Grant Funds (defined below) for any purpose other than the Project or to reimburse any expenses incurred prior to the start date of this Agreement. You agree to repay any portion of funds used or committed in material breach of the forgoing obligations.
Amount. Plex will pay you $100,000 USD in exchange for completion of targets, milestones, and deliverables as set forth in the Project (the “Grant Funds”). Plex shall equally divide Grant Funds and make a payment of $50,000 by December 1, 2023 and a payment of $50,000 by March 1, 2024. Notwithstanding the foregoing, if only part of the Project is scheduled to be completed by the end of this Agreement, then that shall be the end point by which progress is measured hereunder.
Taxes: You are solely responsible for any and all costs, fees, taxes and expenses associated with the receipt of funds, and use thereof.
Reporting: You will submit reports to Plex every other month which must detail meaningful progress against the targets or milestones. If meaningful progress has not been made, the report should explain why not and what adjustments are being made to get the Project back on track.
Subcontracting; Responsibility. You have the exclusive right to select subcontractors and volunteers to assist with the Project. Notwithstanding the foregoing, you agree to make volunteering opportunities available to Plex employees. You are responsible for all acts and omissions of any of Your directors, officers, employees, subcontractors, contingent workers, agents, volunteers, and affiliates assisting with the Project, and ensuring their compliance with the terms of this Agreement. The foregoing responsibility shall not apply to Plex employees volunteering on the Project.
Representations and Warranties. You represent and warrant that: (a) Plex may continue to rely on the Project and any information you provide regarding activities and progress; (b) you will comply with all applicable laws, regulations, and rules; (c) you (and your subcontractors) will maintain insurance coverage sufficient to cover the activities, risks, and potential omissions of the Project in accordance with generally-accepted industry standards and as required by law; (d) you are an entity duly organized or formed, qualified to do business, and in good standing under the laws of the jurisdiction in which You are organized or formed; (e) you have the right to enter into and fully perform this Agreement; and (f) your performance will not violate any agreement or obligation between You and any third party.
Indemnification. You will indemnify, defend, and hold harmless Plex and its directors, employees, and agents (“Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the acts or omissions, actual or alleged, of you or your employees, subcontractors, contingent workers, agents, volunteers, and affiliates with respect to the Project. You agree that any activities by Plex in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive Plex’s rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim. Your indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or local laws, including federal or state tort claims acts, state governmental immunity acts, or state constitutions.
Publicity: Plex may publicly disclose information about the Project, the Grant Funds, and details of the relationship. You agree that Plex and its directors, employees, and agents may create promotional content related to the Project which may include interior and exterior location images and videos, and names, likeness, voice, photographs, video, opinions, and statements of you or your employees, subcontractors, contingent workers, agents, volunteers, and affiliates, and you shall exercise best efforts to assist Plex in obtaining releases from those individuals which shall include a waiver of further payment, consideration, notice, review, or consent.
Term: This Agreement commences on the Effective Date and expires on October 1, 2024, unless terminated earlier as provided in this Agreement. Plex may modify, suspend, or discontinue any payment of funds or terminate this Agreement if: (a) Plex is not reasonably satisfied with your progress on the Project; (b) there are significant changes to your leadership or other factors that Plex reasonably believes may threaten the project’s success; (c) there is a change in your control; (d) there is a change in your tax status; or (e) you materially fail to comply with this Agreement.
Survival: Each Party’s obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by law or intended by their nature.
Miscellaneous: The Parties are independent contractors and nothing in this Agreement shall be deemed to create the relationship of partners, joint venturers, employee-employer, principal-agent, or of any association between the Parties. No assignment of this Agreement shall be valid without the written consent of both Parties, which shall not be unreasonably withheld, except that either Party may assign this Agreement without such consent to any successor entity due to the sale or transfer of substantially all the assets or stock of such Party or resulting from a merger, consolidation, or reorganization. In no event shall either Party have any liability to the other Party for any delayed performance or nonperformance by such Party of any obligation (except for obligations to pay fees) which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of such Party, including, without limitation, acts of God, wars, riots, civil disturbances, strikes, labor disputes, fires, storms, floods, earthquakes, natural disasters, pandemic or the intervention of any government authority including shelter-in-place or similar orders, inability to obtain or use raw or component materials or parts, labor, equipment, facilities, or transportation, and acts of any government or agency thereof. Unless expressly stated otherwise, any notice, report, approval, authorization, agreement, or consent required or permitted hereunder, or waivers or amendments, shall be in writing. Written notices shall be sent to the address set forth below for the applicable Party. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remainder of this Agreement shall otherwise remain in full force and effect and enforceable. The enforcement and interpretation of, and all claims or disputes arising out of or related to this Agreement shall be governed by the procedural and substantive laws of the State of California, including its statute of limitations, without regard to conflict of laws principles that would cause the application of another jurisdiction’s laws to apply. This Agreement (including all attachments and citations referenced herein) is the complete and exclusive statement of the mutual understanding of the Parties with respect to the subject matter hereof and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. This Agreement will control over any standard or boilerplate terms included on any document provided by either Party, including but not limited to invoices. Any such terms are expressly rejected by the Parties and are not part of this Agreement. The Parties are not relying on any representations or warranties other than those expressly provided herein. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.
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