Ink and Brush Creations
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Posts Tagged ‘logo’

So someone wants to legally use your Art for a Logo or?

Friday, October 30th, 2009
Sooner or later someone is going to ask you if they can either buy the use of  your Art for profit or say as a Logo for company. So where do you start?
I couldn’t afford to pay someone for a contract, starving artist is not far off the mark, could not find clear info on how to go about this on the web, so I asked a few lawyer friends if they would share their legal knowledge.
Below is a standard contract I combined from 5 different types of contracts, with some help and editing by my DH, so it would cover the full gambit of possible issues, states clearly how the Art can and can’t be used. And most important, making sure you are still legal owner of your Copy Right!
In fact, quite a lengthy document but needed in todays world.
I have removed my name and companies name so you could add yours.  This docment also can be changed to suit your needs, such as the $$.
Email me if you want a Rich Text version of this document.
Let me know if you find this helpful.
 

 

 

 

 

 Standard License Contract1. BACKGROUND of AGREEMENT

 
 
 
 (a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By signing at the end of this Agreement and signifying your acceptance, you accept this Agreement either for yourself or on behalf of your Company or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your Company or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity.

(b) In this Agreement:

(i) You COMPANIES NAME are accepting on behalf of yourself and your company a contract between yourself and YOUR NAME AND WHAT ART PIECES to be used as your company Logo.

(ii) Content, means the photographic image “ART NAME” only, that you are sent from YOUR NAME AND COMPANY NAMEby Email or DVD.

(c) This Agreement is set up as a user-determined document where you choose to enter into either this standard License from YOUR NAME.

(d) Either individually or in combination with others, reproduce the Content, or an element of the Content, “ART NAME”, 500,000 times for $1,500, without obtaining an Extended License, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.

(e) Must include the following credit adjacent to the Content: “©YOURNAME AND COMPANY

2. Standard License Terms
 
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by YOURNAME
 
3. Permitted Standard License Uses
 
 
 (a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Content;

For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or obtain an Extended License for a multi-seat license for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

Advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards, business cards and promotional postcards (i.e. not for resale or license);

Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;

Trade-mark, design-mark, trade-name, business name, service mark, or logo;

On–line or electronic publications, including web pages to a maximum of 800 x 600 pixels for image or illustration Content or to a maximum of 640×480 for video Content;

Prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and

Any other uses approved in writing by YOUR NAME…

If there is any doubt that a proposed use is a Permitted Use, you should contact YOUR NAME.

4. Standard License Prohibitions
 
 (a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:

Use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;

Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);

Use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;

Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;

Use the Content in a fashion that is considered by YOUR NAME (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;

Use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (b) except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;

To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;

　

Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;

Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

Use the Content for editorial purposes without including the following credit adjacent to the Content: “©YOURNAME”.

Either individually or in combination with others, reproduces the Content, or an element of the Content, for 500,000 times for $1,500 without obtaining an Extended License. In which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.

5. Excess Reproduction Run
 
 In the event you contravene subparagraph 4(a) (xiv) above without purchasing an Extended License, you further agree to notify YOUR NAME in the event that you (or a combination of you and others involved with you) reproduce the Content or an element of the Content in excess of 500,000 times. Such disclosure notice must be sent to YOUR NAME each and every month after which the Content, or an element of the Content, has been reproduced in aggregate over the term of this Agreement in excess of 500,000 times. Each such notice must contain the number of reproductions made in any particular month; provided however the first such notice will only be require disclosure of those reproductions which are in excess of 500,000. YOURNAME shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.
6. Term of Agreement
 
 (a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from YOUR NAME if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to YOUR NAME in writing that you have complied with these requirements.

(b) If you decide to terminate this agreement wither you have reached the 500,000 contact mark or not, no refunds are given.

7. YOUR NAME -Representations and Warranties
 
 (a) YOUR NAME warrants that: (i) your use of the Content in accordance with this Agreement and in the form delivered by YOUR NAME will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.

(b) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. “”YOUR NAME”" DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT “”YOUR NAME”") ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a), “”YOUR NAME”" S MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

(d) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

8. YOUR NAME- Indemnification and Limitation of Liability
 
 (a) IN NO EVENT SHALL “”YOUR NAME “”OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.

(d) NOTWITHSTANDING ANY OTHER TERM HEREIN, “”YOUR NAME”"SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.

(e) NOT WITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF “”YOUR NAME”" UNDER THIS AGREEMENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF “”YOUR NAME”" UNDER SECTION 8(a) SHALL BE LIMITED TO AN AGGREGATE OF ZERO DOLLARS.

(f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Your Indemnification
 
 You agree to indemnify, defend and hold YOUR NAME, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “YOUR NAME Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any YOUR NAME Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.
　
　
10. General Provisions
 
 (a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) YOUR NAME failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without YOUR NAME prior written consent.

(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(f) This Agreement will be governed under the laws of the United States and the federal laws of United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in YOUR STATE AND TOWN, and shall be conducted in the English language.

(h) The parties have requested that this Agreement and all related documents be drawn up in English. .

　
11. Contact
 
 If you have concerns relating to this Agreement, please contact YOUR NAME at YOUR EMAIL or via phone at YOUR PHONE.
 
12. Acknowledgement
 
 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND “”YOUR NAME”", WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND “”YOUR NAME”", RELATING TO THE SUBJECT OF THIS AGREEMENT.

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Posted in Art, Standard Licence Contract | 3 Comments »