THIS AGREEMENT (the "Agreement") is made by and between Toon Vectors (the "Company"), and yourself (the "Artist," and collectively, the "Parties").
WHEREAS, Artist is the copyright holder and owner of all proprietary interest in stock images to be published on the website located at toonvectors.com (the "Material");
AND WHEREAS, Artist wishes to permit Company to resell and redistribute the Material, under the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
Artist hereby grants to Company a non-exclusive license to use the Material in the following respects (the "License"):
- Company shall have the right to relicense and redistribute the Material at a price of its own choosing under the terms set forth in the separate Royalty-Free License Agreement.
- Company shall have the right to use the Material for online and print promotional and advertising purposes either in whole or as part of a derivative work.
- Company shall have sole discretion and control over the manner in which the Material is displayed on the Company's website, including but not limited to the generation of image thumbnails and metadata attributes such as title, description, categories and keywords.
Artist shall remain the sole owner of the copyright in the Material. Company shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Company to make any claim to ownership of the copyright in the Material. Company may not make any other use of the Material other than those authorized above without prior written approval from Artist. The term of the License shall expire upon the expiration or termination of this Agreement.
Artist's Representations and Warranties.
- Artist represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material.
- Artist represents and warrants that it has the legal authority to grant Company the License, and that no other person or entity is required to give its consent for the License to be valid.
Artist represents and warrants that the Material does not contain:
- Nudity, profanity, graphic violence or otherwise offensive content
- Trademarked logos, brands, characters or products
- Depictions of real-world people or places that would require a model or property release
- This Agreement shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 3.
- Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
- In the event that this Agreement is terminated pursuant to this Section 3, Company shall cease using the Material for any purpose within 30 days of receiving written notification of termination.
Relationship of Parties.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Artist. Artist shall provide services for Company as an independent contractor. Artist shall have no authority to bind Company into any agreement, nor shall Artist be considered to be an agent of Company in any respect.
- For Artist's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Artist a commission (the "Commission") in the amount of 70% of the sales price for Artist's Material sold by Company.
- Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Artist. Artist shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Artist in any period or periods shall be rectified by Company within 30 days of discovering such discrepancy.
- Company shall pay all Commissions accrued and payable to Artist within 14 days of the first day of each month (the "Commission Payment Date").
- In the event that Artist materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Artist shall be forfeited, and Company shall not be obligated to pay such Commissions to Artist.
Company shall not be responsible for any taxes owed by Artist arising out of Artist's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Artist.
Artist shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Artist's warranties set forth in Section 3 above. Artist shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse of the Materials.
Company may not assign its rights, duties or obligations under this Agreement without the prior written approval of Artist. Company may, however, assign this Agreement without Artist's prior written approval if such transfer is to a purchaser of all or substantially all of Company's assets, or to a purchaser or other transferee of a controlling equity interest in Company.
Any information that Artist is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." Artist may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Artist obtains prior written consent for such disclosure from Company.
Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Material, or other performance of services under this Agreement.
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Texas, without regard to conflicts of law principles.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
This Agreement constitutes the entire agreement between Company and Artist, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.