Scope of this Agreement:
This Agreement applies to any image, graphics, digital assets, or digital images created or taken by the Artist and delivered to the Client (collectively known as IMAGES This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.
Rights:
All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the property of the Artist. This license provides the Client with the right to reproduce, publicly display, and distribute the Images only for the agreed upon terms as set form in this licensing agreement and signed by both parties. Images must be credited to the Artist when used by the
Relationship of the Parties:
The parties agree that the Artist is an independent contractor and that neither the Artist's nor Artist's employees nor contract personnel are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee/employer relationship is intended or created by this Agreement.
No Exclusivity:
This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Artist, and the Artist shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by the Artist.
Delivery:
The Artist may select delivery of photographs in JPEG, PNG, or other standard formats at a resolution that the Artist determines will be suitable for the Images as licensed. It is the Client's responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist. The Artist's sole obligation will be to replace the Images at a suitable resolution. The Artist has no obligation to retain or archive any images delivered to the Client.
License Terms:
This license allows the Images to be used for online promotional purposes (website, social media, etc after both parties agree to this license.
Transfer and Assignment:
The Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties.
Indemnification:
The Artist will indemnify and defend the Client against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by the Artist. It is the Artist's responsibility to obtain the necessary model or property releases and ensure they are in full effect and in force.
General Law / Arbitration:
This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the state of Colorado. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Ouray County, Colorado, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys' fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability:
If one or more of the provisions in the Agreement is found invalid, illegal, or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
IN WITNESS WHEREOF, the parties have caused this Artist Licensing Agreement to be duly executed as of the dates written below:
Client Name: Ouray Ice Park, Incorporated