ARTIST LICENSING AGREEMENT
This Artist Licensing Agreement (the “AGREEMENT”) is entered into effective at date of purchase,
between Linda van Kleef ("ARTIST"), and the buyer (“CLIENT”). All references to the
Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital
images created or taken by Artist and delivered to the Client (collectively known as “DIGITAL PRODUCTS”).
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 DIGITAL PRODUCTS and rights relating to them, including copyright and ownership rights in the media in which the DIGITAL PRODUCTS are stored, remain the sole and exclusive property of the Artist. This license provides the Client with the limited right to reproduce, publicly display, and distribute the DIGITAL PRODUCTS only for personal use within one houhold for private use only unless CLIENT has a
written permission to use the DIGITAL PRODUCT for other purposes.
DIGITAL PRODUCTS used for any purpose not directly related outside of those terms, must be with the express permission of Artist and may include the payment of additional fees, unless otherwise agreed to in writing.
DIGITAL PRODUCTS may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded
in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering
such information is prohibited and constitutes violation of the Digital Millennium Copyright Act
(DMCA) and Client will be responsible to the Artist for any penalties and awards
available under that statute.
Relationship of the Parties: The parties agree that Artist is an independent contractor, and that
neither Artist, nor Artist’s employees or contract personnel are, or shall be deemed to be, employees
of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or
created by this Agreement. Neither party is authorized to act as agent or bind the other party except as
expressly stated in this Agreement. Artist and the DIGITAL PRODUCTS or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Creation: The manner and method of creating any Image is solely at the discretion of Artist and the
Client has no right to control Artist’s manner and method of performance under this Agreement. Artist
will use his/her best efforts to: (a) ensure that the DIGITAL PRODUCTS conform to Client’s specifications; and (b) submit all DIGITAL PRODUCTS to Client in publishable quality, on or before the applicable deadlines.
Delivery: Artist may select delivery of photographs in JPEG, TIFF, PNG, AVi, SWF, MPEG, OBJ, BLENDER, EXE, or any other format, at a resolution that Artist determines will be suitable for the DIGITAL PRODUCTS as licensed. It is the Client's responsibility to verify that the DIGITAL PRODUCTS are suitable for reproduction and that if the DIGITAL PRODUCTS are not deemed suitable, to notify the Artist with five (5) business days. Artist’s sole obligation will be to replace the DIGITAL PRODUCTS at a suitable resolution but in no event will Artist be liable for poor reproduction quality, delays, or consequential damages.
Unless otherwise specifically provided, Artist is not responsible to provide DIGITAL PRODUCTS 1) larger than 8”x10” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. Artist has no obligation to
retain or archive any DIGITAL PRODUCTS delivered to Client.
Fees: All fees and expenses payable under this agreement are required no later than ten (10) business
days after purchase date of the DIGITAL PRODUCTS and payable irrespective of whether Client makes actual use of the DIGITAL PRODUCTS. If full payment has not been received within thirty (30) days all rights are revoked at Artist’s discretion. In the event rights are revoked, all DIGITAL PRODUCTS in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Artist with written statement that all DIGITAL PRODUCTS have been removed and destroyed.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client
is free to engage others to perform services of the same or similar nature to those provided by Artist,
and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise
advertise the services offered by Artist.
Transfer and Assignment: 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.
However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed
in writing because of insufficient time or other practical considerations.
Indemnification: Client will indemnify and defend Artist against all claims, liability, damages, costs,
and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of
the DIGITAL PRODUCTS or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are 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 Germany. Any claim or litigation arising out
of this Agreement or its performance may be commenced only in courts physically located in
Germany , and the parties hereby consent to the personal jurisdiction of such courts.
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.
Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to
waive any provision of this Agreement and a single or partial exercise by either party of any such
action will not preclude further exercise of other rights or remedies in this Agreement.
By purchasing one of the DIGITAL PRODUCTS the CLIENT agrees to the this license agreement.
