Image Licensing Agreement ("Agreement") effective September 03, 2010, between Visuals Unlimited ("COMPANY") and you ("CONTRIBUTOR"). CONTRIBUTOR and COMPANY have determined that it is their mutual best interest to enter into this Agreement whereby CONTRIBUTOR shall submit, and COMPANY shall license Accepted Images to clients worldwide as well as promote selected Images in publications, exhibitions or other projects upon the terms and conditions, set forth herein.
1. DEFINITIONS
1.1 "Accepted Images" means an image submitted by CONTRIBUTOR to COMPANY and accepted by COMPANY for inclusion in its collection.
1.2 "Images" means all types of photographic images, color, black and white transparencies, prints, drawings, paintings, film footage, digital images and any and all other visual images and shall include keywords, descriptions and captions associated therewith.
1.3 "Net License Fees" shall be defined as the gross license fees after deduction of reasonable currency conversion costs, sales, use or any other taxes or duties, bank transfer fees and sub-licensee commission where applicable.
1.4 "Product" means any compilations of Images to promote the business of COMPANY and/or to distribute and license Accepted Images, including but not limited to print and CD-Rom, DVD, Internet website and other digital online distribution system, whether now known or which may become known in the future.
1.5 "Stock Picture Library" means any stock picture company, stock film library, on-line image service, royalty free or clip art provider, or any other similar entity that is in the business of licensing, distributing, providing, selling or otherwise exploiting Images anywhere in the world.
1.6 "Third Party Licensee" means any distributor or marketing entity with which COMPANY enters into a marketing or sub-licensee agreement for the promotion and licensing of Images.
2. SUBMISSION AND ACCEPTANCE OF IMAGES
2.1 COMPANY may accept or reject any Images submitted to it in its sole and absolute discretion. An Image will become an Accepted Image when COMPANY notifies the CONTRIBUTOR that it has been accepted into the COMPANY collection.
3. LICENSE
3.1 CONTRIBUTOR grants COMPANY a worldwide, non-exclusive license, to market and license Images. COMPANY is specifically authorized to employ the services of Third Party Licensees throughout the world in its licensing efforts. CONTRIBUTOR grants COMPANY the exclusive right to pursue legal action with regard to the Accepted Images.
4. ROYALTY PAYMENT
4.1 On a quarterly basis, COMPANY shall remit to CONTRIBUTOR 50 percent (%) of Net License Fees received from the previous reporting period and shall provide CONTRIBUTOR with a royalty statement setting forth the licensing by COMPANY of the Accepted Images for which it has been paid during that reporting period.
4.2 The CONTRIBUTOR shall receive 50 percent ( %) of all amounts received by COMPANY as a result of a settlement or lawsuit relating to the Images, after payment of all costs, expenses, expert witness fees and attorneys' fees.
4.3 In the event that a refund of a payment received or accrued from a third party is required, Company is specifically authorized to deduct the CONTRIBUTOR'S share of this overpayment from any subsequent amount due the CONTRIBUTOR.
4.4 The CONTRIBUTOR acknowledges they will receive fees from licensing of Images after the expiration of the term specified in this contract
5. TERM AND TERMINATION
5.1 The term of this Agreement is for an initial term of three (3) years and will automatically be renewed for like periods until one party notifies the other in writing of its wish to terminate this Agreement at least sixty (60) days prior to the beginning of the next term.
6. CONTRIBUTOR WARRANTIES
6.1 CONTRIBUTOR represents and warrants that:
6.1.1 CONTRIBUTOR has read and understands this agreement, and has the legal right to enter into this Agreement and perform its obligations hereunder;
6.1.2 CONTRIBUTOR is the sole and exclusive owner or the legal representative of the owner of all Accepted Images;
6.1.3 To the best of CONTRIBUTOR's knowledge, no Accepted Image infringes on the rights of privacy or publicity, rights of any statutory or common law copyright, trademark or other intellectual property rights, defames any third party, or violates any other third party right;
6.1.4 There are no sales restrictions of any kind on any Accepted Images except those submitted in writing at time of submission;
6.1.5 The caption information provided is accurate and complete.
7. COMPANY WARRANTIES
7.1 COMPANY represents and warrants that:
7.1.1 It has the full right and authority to enter into and perform its obligations under this Agreement according to its terms.
7.1.2 It shall use commercially reasonable efforts to market and license Accepted Images.
8. INDEMNIFICATION
8.1 CONTRIBUTOR agrees to indemnify and to hold COMPANY and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or obligations hereunder.
9. MISCELLANEOUS
9.1 In the event of the death of CONTRIBUTOR, his or her executors, administrators, heirs, successors and assigns shall be bound by the terms of this Agreement and shall receive the payments which would otherwise be due to the CONTRIBUTOR.
9.2 COMPANY shall use reasonable efforts to locate the CONTRIBUTOR in the event royalty statements are returned unclaimed. To assist COMPANY in this endeavor, the CONTRIBUTOR shall provide an alternate address on the signature page of this Agreement. In the event that, notwithstanding COMPANY's reasonable efforts, the CONTRIBUTOR cannot be located for four (4) years, COMPANY shall have the right to retain all royalties due.
9.3 This Agreement shall be binding upon and shall inure to the benefit of the Parties' heirs, executors, administrators, successors, and permitted assigns. COMPANY may assign its rights and obligations under this Agreement upon written notice to CONTRIBUTOR. CONTRIBUTOR'S obligations hereunder are personal and may only be assigned with COMPANY'S prior written consent, however, CONTRIBUTOR'S right to receive payment may be assigned upon notice to COMPANY without requiring COMPANY'S prior consent.
9.4 Nothing in this Agreement will constitute or establish the relationship of an employer and employee, principal-agent, a partnership or a joint venture between COMPANY and the CONTRIBUTOR. Both Parties hereby acknowledge that the CONTRIBUTOR is an Independent Contractor.
9.5 All statements, checks, other communications and other hard copy material shall be sent to CONTRIBUTOR by COMPANY in accordance with this Agreement by mail to the CONTRIBUTOR'S address set forth in this Agreement. All notices to be served in accordance with this Agreement may be served by email, fax, or by mail to the addresses as set forth in this Agreement.
9.6 This Agreement shall be interpreted in accordance with the Laws of the State of New Hampshire without regards to the laws regarding conflicts of law. The Parties hereby agree to submit to the exclusive jurisdiction to the Courts of federal or state court located in the State of New Hampshire, County of Hillsborough.
9.7 No action or either Party, other than an express written waiver, may be construed as a waiver of any provision of this Agreement.
9.8 This Agreement, supercedes all prior agreements and understanding, whether written or oral, incorporates the entire understanding of the parties concerning the subject matter contained herein and may not be modified and amended except by a separate writing signed by or on behalf of both parties.