Licensing Agreement (for licensed images)
A. Definitions: "Illustrator" refers to Michael Gibbs. "Client" and/or "Licensee" refers to the licensing party, its representatives, successors, assigns, agents and affiliates. "Work", "Illustration", "Artwork" and "Image" refer to any artwork created or licensed by the Illustrator in fulfillment of this Agreement.
B. Purpose: This is a legal agreement between the Client and the Illustrator. By publishing any illustration licensed from the Illustrator, the Client agrees to be bound by the terms of this agreement. If you do not agree to all terms of this agreement, do not license any images.
If the licensee is entering into this agreement on behalf of an employer, the license granted and all terms of this agreement apply to the employer and to the licensee as a representative of the employer.
C. Reservation of Rights: All artwork and images, including sketches, created by the Illustrator are copyrighted and remain the property of the Illustrator. Grant of reproduction rights is conditioned upon Client's acceptance of each term set forth in this Agreement and receipt of payment in full by Illustrator. All rights not expressly granted to Client in writing remain the exclusive property of the Illustrator, including any electronic rights or usage, and including, but not limited to, all rights in derivative images, sketches, comps or other preliminary materials. Any use additional to that expressly granted above requires written permission and payment of a separate fee. Under all circumstances, regardless of rights granted, Illustrator reserves the right to use any illustration for self-promotion purposes and for use in for-sale editions of giclée prints.
A research/handling fee for stock illustrations applies even if the artwork is not used; this fee is charged for any research done by the Illustrator or for any image delivered to Client, and is waived for artwork that is used.
D. Grant of Rights: Unless stated otherwise in writing, Illustrator grants to Client a nonexclusive right to use the Illustration for purposes as specifically agreed to in writing. Such rights are non-sublicensable, non-transferrable and non-assignable.
E. Revisions to Artwork: Revisions to the artwork may be made only by the Illustrator. Additional fees will be charged for revisions to artwork requested by Client. Client may not correct, adapt, crop or change the finished artwork without the Illustrator's permission.
F. Additional Usage of Artwork: Artwork may be used only for the exact usage specified and agreed to. Additional fees will be charged for extra usage, including: using small sections of the illustration as "spot" or "iconic" art elsewhere in the publication or any other publication or electronic media; using all or part of the art as a background for other pages, text boxes, sidebars or parts of pages; using all or part of the artwork in any other media including print publication, internet publication or multimedia production.
G. Shipping Expenses: If Client does not provide a courier, shipping charges will be added to the final invoice.
H. Payment: Terms are net 30 days. A 2% per month finance charge or the maximum permitted by law, whichever is less, will be added on any balance unpaid after thirty days. Usage is granted only upon receipt of payment in full.
I. Copyrights: If non-editorial, unless there is a buyout of all rights, Client will provide copyright protection by placing proper copyright notice on all uses, either "© name, year of first publication" (which protects the whole and all of its component parts), or "© Artist's name, 20__", adjacent to or within the artwork (which protects the artwork).
J. Credits: For editorial usage, a credit line suitable to the design of the page must be used. Client agrees to pay an additional 20 percent (20%) of the total fee, excluding expenses, for failure to include credit line. This additional fee may be waived at Illustrator's discretion. The foregoing fee shall be in addition to, and not in lieu of, any other rights or remedies that the Illustrator may legally have. Name on credit line shall read: "Michael Gibbs" or "Michael Gibbs/Stockillustration.com".
K. Copies: Client shall provide to Illustrator a minimum of ten (10) copies, free of charge, of each use of the illustrations no later than thirty (30) days after the date of first publication, to be mailed or otherwise delivered to the Illustrator at Client's expense. These copies are necessary for usage verification, quality control and archiving.
L. Digital Media and Digital Files: All digital media remains the property of the Illustrator. Client agrees to return all such material in undamaged condition within thirty (30) days of first reproduction or ninety (90) days of receipt of artwork, whichever comes first. Client agrees to delete all copied and/or transferred digital files from all computers and digital media used in the production of the project for which the illustration was used immediately upon publication. The illustration(s) may not be placed in any electronic cataloging or electronic delivery service without the express written permission of the Illustrator. The illustration(s) may not be archived by any party including Client's assigns.
M. Copyright Notices On Digital Media: Client shall not delete or alter any copyright notice placed on or in the artwork by Illustrator in the original digital file and/or any copies. All digital files are affixed with a copyright notice below the bottom edge of the image. The Client will not delete, alter or remove this notice from the original digital file or any copies, or permit such notice to be deleted, altered or removed. The copyright notice SHOULD be cropped, of course, in the layout.
N. Warranty: The Illustrator warrants and represents that, to the best of his knowledge, all work that is licensed is original and does not knowingly infringe on other copyrights, and does not contain any scandalous, libelous, or unlawful matter. The Illustrator further warrants that he has all necessary rights and authority to enter into and perform this Agreement in accordance with its terms, including, but not limited to, the right and authority to license the use of any Illustration transacted under this Agreement;
O. Liability: In no event shall Illustrator's combined liability in connection with this transaction exceed the total of the fees and expenses paid by the Client.
P. Default: In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Illustrator's costs and expenses incurred in connection with enforcement of the terms of this Agreement including Illustrator's reasonable attorney's fees.
Q. Governing Law: This Agreement shall be deemed to be a contract made under the laws of the United States of America and the Commonwealth of Virginia and for all purposes shall be interpreted in its entirety in accordance with these laws.
R. Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions to artwork orally. No terms attached to any check for payment under this Agreement can modify this Agreement.
|
