Ejm Art Exclusive License Agreement

EJM ART EXCLUSIVE LICENSE AGREEMENT

 

LAST UPDATED: January 2019

This is a license agreement between you and Ejm Art that explains how you can use Ejm Art´s photo art, transformed (photographic manipulated) and graphic (illustrations and vectors) print designs that you license from Ejm Art. By downloading and/or in other ways purchasing content from Ejm Art, you accept the terms of this agreement.

 

• Type of licenses: Ejm Art offers royalty-free (“RF). Royalty-free does not mean there is no cost for the license. Instead, royalty-free means that the license fee is paid once and there is no need to pay additional royalties if the content is re-used. Royalty-free content, on an exclusive basis, is licensed for unlimited, perpetual use, within a timeframe of three years of which an renewal can be negotiated (see “Contract length” on further notice).
  Pricing is based on the design, and/or the file size.

 

• Exclusivity:Only one organization can use the innovation due to which the licensees will pay more for an exclusive license. Unless other agreement has been added and signed within this agreement the innovation is licensed with one exclusive license within the timeframe set according to the contract length.

 

• Contract length: If no other agreement has been added and signed within this agreement the licensing period is limited to three years from the content purchase download date, to the 1. of the month, three years later, that the purchased content download/ or other form of purchase method was foretaken.

 

• Renewal rules:In case of a desired extension (renewal) the following rights are granted:
  1. The licensee must contact Ejm Art 1 month prior to the expiration date, for any further use of the contents after the expiration date.
  2. A contract renewal is accepted by Ejm Art, when the licensee has paid the same amount as in the prior purchase before the expiration date has outrun. Hereafter a new three years period is granted where after the licensee period expires.
  3. If the licensee has interest in a longer or permanent license period, Ejm Art offers the following:
     • A buy-out meaning the licensee receives full and permanent ownership of Ejm Arts product in question, in exchange of an agreed one-time final payment.
     • A royalty fee on an agreed percentage of the licensee´s sold number of products with Ejm Arts art-work, is to be paid to the licensor after each end of sales seasons (A/W and S/S). The exact percentage and the final payment dates per season are to be added to the contract. Verifications of the licensee´s sales amount from each season are to be documented by the licensee with each payment.

 

• Inventory issues:No inventory issues are demanded by the licensor unless other agreement has been added and signed within this agreement..

 

• Oversight & Quality control:No Oversight or Quality control are demanded by the licensor unless other agreement has been added and signed within this agreement.

 

• Sub-licensing:If no other agreement has been added and signed within this agreement a sub-licensing is not permitted.

 

• Dispute resolution:In the event of disagreement between Ejm Art and the licensee, the parties agree to settle disputes via arbitration.
  This section of the agreement states the rules about how arbitration will work:
  1. The location is in Denmark and the arbitration rules are in accordance with the Danish arbitration secretariat.
  2. Anyone appointed as an expert must be accessible, impartial and independent.
  3. The arbitration decision cannot be appealed.
  4. The final statement of the costs of the arbitration proceedings is determined by the Danish secretariat of which the distribution between Ejm Art and the licensee is determined based on the financial assets of the licensor and licensee.
  5. The less financially privileged of both parties will be upheld a compensation is to be given on reasonable costs, including legal assistance costs incurred by the arbitration proceedings
     the other part.

 

• Intellectual property rights: Ejm Art is the sole owner of all designs; Ejm Art Photo Art, Transformed and Graphic designs (also referred to as art-work). Ejm Art property rights are under the protection of The Intellectual Property Rights Established by The World Intellectual Property Organization (WIPO). Along with the Danish Copyright

 

• Representations and Warranties.

For licensed royalty-free content, Ejm Art warrants that your use of such content in accordance with this agreement and in the form delivered by Ejm Art (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.

 

• Indemnification/Limitation of Liability.
  1. Indemnification of Ejm Art by you.You agree to defend, indemnify and hold harmless Ejm Art from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Ejm Art; and (iii) your failure to obtain any required release for your use of content.
  2. Indemnification of you by Ejm Art.Provided that you are not in breach of this or any other agreement with Ejm Art, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 7 above, Ejm Art agrees, subject to the terms of this Section 8, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Ejm Art of its warranties in Section 7 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Ejm Art, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
  3. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
  4. Limitation of Liability. EJM ART WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

 

• General Provisions.

1. This agreement is personal to you and is not assignable by you without Ejm Art prior written consent. Ejm Art may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
2. Electronic storage.You agree to retain the copyright symbol, the name of Ejm Art, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties.
3. Governing Law/Arbitration.This agreement will be governed by the laws of Denmark, without reference to its laws relating to conflicts of law. Ejm Art shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Ejm Art, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
4. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
5. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
6. Entire Agreement.No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Ejm Art and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.