Copyright License Agreement (Artwork)

RECITALS

1. License.
   1. Grant of Rights. Licensor hereby grants to Company, during the Term of the live exhibition, as well as for the inclusion in ephemereye.com online collection the nonexclusive right and license [throughout (the United States, its territories and possessions, as well as online) to use a limited number of the Image[s] in MP4, JPG and PNG and other relevant formats for purposes of documenting, advertising, promoting, marketing, and otherwise exposition Services, including without limitation, in, as part of, or in connection with or as part of Company’s trade name, advertising, promotional, or marketing of or for such services (“Services”).
      For purposes of clarity and without limiting the foregoing, Licensor acknowledges and agrees that the rights and license granted to Company under this Agreement include Company’s rights: (a) to edit, to combine with other materials, including, but not limited to, in combination or conjunction with Licensor’s name, include in collective works, and create derivative works of the Image[s] in whole or in part (collectively, “Adapt”, “Adapted”, and “Adaptation” have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Image[s], in whole or in part, as provided by Licensor or as Adapted for such purposes and uses as are permitted under this Section 1.1.
   2. Waiver of Moral Rights. Licensor, hereby, knowingly, voluntarily, and irrevocably waives/has obtained, in the attached Exhibit A, [the knowing, voluntary, and irrevocable written waiver by all creator[s] of the Image[s] of all rights of attribution and integrity and any other rights in or to the Image[s] arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, “Moral Rights”). To the extent this waiver is not permitted by applicable law, Licensor hereby [agrees/has obtained, in the attached Exhibit A, written agreements binding all holders of such Moral Rights] not to enforce] such Moral Rights against Licensee or any individuals or entities acting on behalf of Licensee or permitted to receive copies of the Image[s] under this Agreement (collectively, “Company Parties”).
   3. Other Company’s Rights. Company shall have the rights (a) not to use or exploit the Image[s] and (b) to exercise its rights under this license through any of its employees, agents, and independent contractors.
2. Licensor Obligations. Licensor shall:
   (a) grant Company the right to take Images of Artwork, pursuant to the rights granted under this agreement, at the time of or before the event in which Licensor’s artwork will be displayed and keep [each of] the Image[s] in [the format(s) and on or via the media selected by company;
   (b) 24 hours before the start of the event arranged by Company for the display of Licensor’s artwork, obtain from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such artwork of which Company will take Image, such written and signed licenses, permissions, waivers, and consents (collectively, “Permission”) including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Licensee to exercise its rights in the Image[s], including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and
   (c) prior to the start of the event arranged by Company for the display of Licensor’s Artwork, provide Company with an executed original or copy of each such fully-executed Permission.
3. Company’s Obligations. Company shall:
   (a) provide a space for the display of Artwork during the Event;
   (b) not be obligated to provide the space to display an Artwork during the Event if Artwork does not comply with the State or Federal Laws, and/ or the criteria for such Artwork as agreed upon by both Licensor and Company.
4. Ownership.
   (a) Licensor will own and retain all right, title, and interest in and to the Artwork, subject to the license granted in Section 1.1. Company will own and retain all right, title and interest in and to all Adaptations of the Artwork[s] made by, or by any third party for the benefit of Company, subject to Licensor’s rights in the underlying Artwork[s].
   (b) Use of Licensor’s Name, Likeness, and Information. Licensor hereby grants to Licensee the right to use Licensor’s name, image, likeness, and biographical and professional information [(including information Licensor provides to Company and any other information about Licensor that is publicly available)/provided by Licensor from time to time] in connection with the Image[s] and any Adaptations[, including to advertise and promote the same or any good or service that features or includes [at least one of] the Image[s], in whole or in part, as provided by Licensor unmodified or as Adapted].
5. Consideration.
   (a) Subject to Section 5(b) and in full consideration of Licensor’s timely grant of the rights and license hereunder, Company will provide Licensor a physical space to display Licensor’s Artwork without charge, hold and advertise for Event in which Licensor’s Artwork is to be placed.
   (b) Company is not obligated to place Licensor’s artwork if Licensor does not perform its obligations described hereunder.
6. Attribution and Copyright Notice. Company shall have the right, but not the obligation, to provide Licensor with the following source attribution of each Image, including any applicable copyright or trademark notice, in connection with any publication of such Image, provided, however, that Company shall have no obligation to provide such attribution where, in Company’s reasonable judgment, space does not reasonably permit such attribution or such attribution would be commercially disadvantageous, physically impractical, or contrary to custom or applicable law:
   Attribution: [NAME OF COPYRIGHT OWNER] [NAME OF THE ARTWORK] when applicable, [YEAR] when indicated by Licensor.
   Placement: [In the lower right corner of video footage, or it the caption on the still image].
7. Representations and Warranties.
   1. Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under, this Agreement
   2. Licensor Representations and Warranties. By providing the license to Company, Licensor hereby represents and warrants that:
      (a) the Artwork is the [Licensor/CREATOR]’s sole and original creation;
      (b) the Artwork does not, including its use thereof as permitted hereunder, and will not, violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy[, provided that this representation and warranty shall not apply to (i) any modified Image the creation or use of which is not permitted under this Agreement or (ii) any Image modified by or on behalf of Company as permitted hereunder where such violation or infringement would not have arisen from the faithful reproduction or use of such Image as provided by Licensor.
   3. Company Representations and Warranties. Company hereby represents and warrants that Company will not use the Image[s] in any manner that:
      (a) causes any Artwork that is not defamatory, obscene, or otherwise unlawful or injurious as provided by Licensor to become defamatory, obscene, or otherwise unlawful or injurious when it is adapted; [or]
      (b) suggests sponsorship of or by, or association with, any third party; [or]
      (c) competes with or is detrimental to the licensor].
8. Indemnification. Licensor shall indemnify, defend and hold harmless Company, and its respective officers, directors, employees, agents, affiliates, successors and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements arising from or relating to any breach by Licensor of its representations, warranties or other obligations hereunder.
9. Term and Termination
   1. [Term. This Agreement is effective from the Effective Date of signing until terminated on written notice by either party in accordance with the terms of this agreement] ([such period, as may be renewed in accordance with the following sentence,] the ”Term”). The parties may renew this Agreement for additional one year periods, by written agreement[, which may include email].]
   2. Termination.
      (a) Company may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability, or penalty, by providing at least [NUMBER] days’ prior written notice to Licensor.
      (b) Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [NUMBER] days after receiving written notice thereof
   3. Effect of Termination. Upon the expiration or termination of this Agreement[: (a)] all rights licensed under this Agreement revert to Licensor and Company shall within [NUMBER] days after such expiration or termination (”Wind-Down Period”) cause to be inactivated and erased all digital copies of the Image[s] in its control and possession and return or, at Licensor’s written request, destroy, any print or other tangible copies of the images, provided, however, that (i) Company may retain one archived copy of [each of] the Image[s] solely for purposes of responding to claims or inquiries relating to the Image[s] and (ii) during the Wind-Down Period, Company may continue to commercially exploit the Image[s] in accordance with the terms and conditions of its license hereunder.
10. Miscellaneous.
    1. Relationship of the Parties. The relationship between the Licensor and Company is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    2. Assignment. This Agreement is personal to Licensor. Licensor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 10.2 is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    3. Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by the parties. No waiver by either party of any of the provisions hereof shall be effective unless expressly set forth in writing signed by the waiving party, nor shall the waiver of any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.
    5. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts United States or the courts of the State of California in any legal suit, action or proceeding arising out of or related to this Agreement or any Image[s].
    6. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.