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Image License Agreement

This Image License Agreement (the "Agreement"), dated as of (the "Effective Date"), is by and between ("Company") and ("Licensor"). 

WHEREAS, Licensor solely and exclusively owns or controls the rights in certain photographs and/or images, a copy of which is described and attached in Schedule 1 hereto (the "Images") and wishes to grant to Company a license under those rights, and Company wishes to obtain a license to the Images for the uses and purposes described herein, each on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. License.
    1. Grant of Rights. Licensor hereby grants to Company and its affiliates, and each of their respective sublicensees, successors, and assigns (each, a "Licensee") the nonexclusive, perpetual, irrevocable, freely transferable, and freely sublicensable, right and license throughout the World, to use each of the Images in any form of digital, online, and internet usage, including, without limitation, editorial and publishing use, along with any advertising, marketing, and/or promotional purposes. For purposes of clarity and without limiting the foregoing, Licensor acknowledges and agrees that the rights and license granted to Licensee under this Agreement include Licensee's rights: (a) to modify, edit, combine with other materials (including, but not limited to, in combination or conjunction with Licensor's name or any other name, or no name), translate, include in collective works, and create derivative works of the Images 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 Images, 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, or shall obtain a waiver of, all rights of attribution and integrity and any other rights in or to the Images 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 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 Images under this Agreement (collectively, "Licensee Parties").
    3. Other Licensee Rights. Licensee shall have the rights (a) not to use or exploit the Images and (b) to exercise its rights under this license through any of its employees, agents, independent contractors, sublicensees, and assignees. 
  2. Licensor Obligations. Licensor shall: 
    1. deliver to Company copies of each of the Images; and
    2. obtain from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such Images, such written and signed licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "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 Images, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person. 
  3. Ownership. Licensor will own and retain all right, title, and interest in and to the Images, subject to the license granted in Section 1.1. 
  4. Payment. In full consideration of Licensor's timely delivery of the Images and grant of the rights and license hereunder, Company will pay Licensor a one-time license fee in the following amount: $
  5. Attribution and Copyright Notice. Provided Licensor is not in breach of this Agreement, Licensee shall have the right, but not the obligation, to provide Licensor with the following source attribution for each Image (including any applicable copyright or trademark notice) in connection with any publication of such Image; provided, however, that Licensee shall have no obligation to provide such attribution where, in Licensee'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: "© ".

No casual or inadvertent failure of Licensee or any third party to accord such attribution will constitute a breach of this Agreement.

  1. 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 Images to Company, Licensor hereby represents and warrants that:
      1. the Images are Licensor’s sole and original creation;
      2. Licensor has not granted will not grant any license, lien, security interest, or other encumbrance in, to, or under the Images, and has not and will not enter into any license or contractual or other obligation that could conflict or interfere with Licensee's receipt or exercise of its rights or license hereunder;
      3. Licensor is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Images, including all copyrights and other intellectual property rights therein;
      4. Licensor is the record owner of the copyright registrations and applications for the Images and all such issued registrations are valid, subsisting, and in full force and effect;
      5. Licensor has obtained, in legally binding and irrevocable written instruments, all Permissions as are or reasonably may be expected to be necessary for Licensee and each of the other Licensee Parties to fully and lawfully exercise the Licensee's rights and licenses under this Agreement, including all required Permissions of the representatives of any deceased individuals who are, or whose property is, identified, depicted or otherwise referred to in such Images;
      6. There is no settled, pending, or, to the best of Licensor's knowledge after exercising reasonable diligence, threatened litigation, opposition, or other claim or proceeding challenging Licensor's ownership of copyrights in or use of the Images or the validity, enforceability, or registration of such copyrights or any other intellectual property rights in or to the Images;
      7. the Images do not, and use thereof as permitted hereunder 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; 
    3. Licensee Representations and Warranties. Company hereby represents and warrants that Licensee will not use the Images in any manner that causes any Images that are not defamatory, obscene, or otherwise unlawful or injurious as provided by Licensor to become defamatory, obscene, or otherwise unlawful or injurious. 
  2. Indemnification. Each party shall indemnify, defend, and hold harmless the other party and the other party's respective officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by such party of its representations, warranties, covenants, or other obligations hereunder.
  3. Miscellaneous.
    1. Relationship of the Parties. Nothing contained in this Agreement will 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 will have authority to contract for or bind the other party in any manner whatsoever.
    2. Assignment. This Agreement is personal to Licensor. Licensor may not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. 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 on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    3. Third Party Beneficiary. The parties acknowledge and agree that NA Publishing Group, LLC is an intended third-party beneficiary of this Agreement and the provisions of this Agreement are enforceable by NA Publishing Group, LLC. 
    4. Amendment and Modification; Waiver. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will 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.
    5. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order to ensure that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction.  This Agreement and all matters arising out of or relating to this Agreement, including tort, statutory, and contract claims, are governed by, and construed in accordance with, the laws of Wyoming, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of Wyoming. Any legal suit, action, or proceeding arising out of or relating to this Agreement may be instituted in the federal courts of the United States of America or the courts of the State of Wyoming, and each party irrevocably submits to the jurisdiction of such courts in any such legal suit, action, or proceeding.
    7. Entire Agreement. This Agreement, including and together with any related attachments, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. 


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Signature Certificate
Document name: Image License Agreement
lock iconUnique Document ID: c35178934dd211f088ca7315d1717f5554134002
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February 7, 2024 2:17 pm PDTImage License Agreement Uploaded by Oliver T - IP
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