Web Site Art License

Web Site Art License

This WEB SITE ART LICENSE is made and entered into this _____ day of ________________, 20__, by and between ____________________ (“Web Site Owner”) and ______________________ (“Artist”).

Background Information

A.                Web Site Owner is the owner and operator of a certain web site accessible through the World Wide Web at the following ULR:  www.__________________.com.

B.                Artist is the creator of certain original works of art described in Exhibit “A” attached hereto and made a part hereof (the “Art”).

C.                Artist represents and warrants that the Art are original works of authorship created solely by the Artist and that the Artist is the sole and exclusive copyright owner in and to said Art.

D.                Web Site Owner wishes to use graphical depictions of the Art on the Web Site and wishes to obtain a license from the Artist that will permit the Web Site Owner to display graphical depictions of the Art on its Web Site.

E.                Artist wishes to grant such a license, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

ARTICLE I

GRANT OF LICENSE

1.1            [Paragraph Omitted But Included In Fully Licensed Version]

1.2            Web Site Owner shall have no right to grant sublicenses of any kind with respect to the Art.

1.3            Upon execution hereof, the Artist is delivering to Web Site Owner [Paragraph Omitted But Included In Fully Licensed Version]

1.4            Web Site Owner shall post [Paragraph Omitted But Included In Fully Licensed Version].

1.5            Web Site Owner shall not be permitted to modify the Art except for conversion of the Art into graphic format suitable for inclusion on the Web Site.

ARTICLE II

ROYALTY PAYMENTS TO ARTIST

2.1            In consideration of the license of the Art granted hereunder, Web Site Owner shall make a one-time payment to the Artist in an amount equal to $_______ upon execution hereof.

ARTICLE III

TERM AND TERMINATION

3.1            The term of this license shall be [Paragraph Omitted But Included In Fully Licensed Version]

3.2            Artist may terminate this license upon written notice to the Web Site Owner in the event that [Paragraph Omitted But Included In Fully Licensed Version]

3.3            Web Site Owner shall have the right to terminate this Agreement, with or without cause, upon giving thirty (30) days advanced written notice to the Artist.

3.4            Upon any termination hereof, all rights licensed to Web Site Owner as provided herein shall terminate and Web Site Owner shall remove all Art from display on the Web Site and destroy all graphical depictions of the Art.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Artist makes the following representations and warranties to the Web Site Owner:

4.1            Artist is the sole and exclusive owner of the Art and the Art is not subject to any claims by any other party.

4.2            [Paragraph Omitted But Included In Fully Licensed Version]

4.3          [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE V

PROPRIETARY RIGHTS

5.1            Web Site owner acknowledges and agrees that the Artist maintains all exclusive rights in and to all proprietary rights relative to the Art, including [Paragraph Omitted But Included In Fully Licensed Version]

5.2            Artist shall have the right to obtain and apply for a copyright registration relative to the graphical depiction of the Art, to the extent separate copyright of such graphical depiction is available or necessary.

5.3            Artist agrees to indemnify, hold harmless and defend Web Site Owner from and against any and all claims that the Art infringes upon the proprietary rights of any other party.

5.4            Artist shall have the sole and exclusive right, in its discretion, to bring any claim, suit, threat or demand against any other party claiming infringement upon the proprietary rights of the Artist in and to the Art.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1            All notice herein shall be sent via United States certified or registered mail, return receipt requested, or delivered by reputable national overnight delivery service, to the parties at their respective addresses as set forth on the signature page of this Agreement.  Either party may change its address for purposes of this Agreement by giving written notice to the other party as set forth herein.

6.2            This Agreement shall be governed by and any dispute or interpretation hereof shall be under the laws of the State of _____________.  The parties agree that any legal action relative hereto shall be brought in the courts in ____________ County, State of ______________ and each of the parties consent to jurisdiction of such courts.

6.3            This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, executors, estates, and administrators. This license may not be assigned by the Web Site Owner.

6.4            The waiver of an instance of breach or default by either party shall not act as a modification of this Agreement nor shall it foreclose such party from claiming subsequent breaches or default based upon the same or different set of circumstances.

6.5            This Agreement contains the entire understanding of the parties relative to the subject matter hereof and supercedes and replaces all prior agreements and understandings between the parties. 

6.6            This Agreement may only be modified by a written agreement duly executed by authorized representatives of each of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above set forth, with full knowledge of its contents and significance.

EXHIBIT “A”

DESCRIPTION OF THE ART

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