Fan Art license Agreement
In consideration for benefits provided to me, which potentially include the publicity, publication, or display of certain artwork created by me, (the “Licensor,”whose name is set forth below), I hereby agree to the following terms and conditions of this License Agreement (this “Agreement”), entered into by and between me and Greebo Games, Inc. , an Italian corporation with principal offices located at Poggio a Caiano – 59016 – PO (together with its licensees and affiliates, as applicable, “Greebo Games”).
1) Initial Matters
a. Acknowledgement. I understand and acknowledge that Greebo Games desires to feature art submissions by certain users and/or fans, including myself as Licensor, in various social media outlets.
b. Artwork. I understand that the scope of this Agreement, as it pertains to me as Licensor, is applicable (and limited to) to the subject images submitted by me on the Greebo Games Fan Art Submission form (the “Artwork”).
c. Consideration. I acknowledge and understand there shall be no payment, consideration, royalties, or other compensation of any sort due or payable to me from Greebo Games, its agents, affiliates, or assigns for use of said Artwork or the content therein, except as may be explicitly specified in this Agreement.
2) License Grant
a. License. I hereby grant to Greebo Games and its agents, affiliates, successors, and assigns a perpetual, irrevocable, universal, non-exclusive, fully-paid and royalty-free, sub-licensable, and transferable license to exhibit, use, distribute, and commercially exploit the Artwork or any portion, derivative, or modification thereof in any manner and for any purposes, including, but not limited to: (i) publishing or display in connection with the Media Features; (ii) display on Greebo Games-sponsored and unrelated websites; (iii) display in physical exhibitions; (iv) incorporation into Greebo Games products; and (v) any other ancillary display or publicity in connection therewith, such as posting, commercial sales, reproduction, advertising, promotion, transmission, and broadcast. In addition, the foregoing license shall also extend to the use of my name, Nickname, likeness, image, voice, appearance, performance, and other personal information as rendered in the Artwork and/or in connection with Greebo Games’ promotion or exploitation thereof. Greebo Games shall have the right to edit the Artwork in any manner and for any purpose, and to use any ideas, concepts, knowledge, or techniques contained in the Artwork for any purpose. Notwithstanding the foregoing, for the avoidance of doubt, Greebo Games shall have no obligation to exploit any license granted with respect to the Artwork in this Agreement.
b. Confidentiality and Proprietary Nature; Moral Rights. For the avoidance of doubt, my Artwork is, and shall be treated as, non-confidential and non-proprietary. I hereby waive any and all moral rights to the Artwork.
c. Reservation of Rights by Licensor. Subject to the scope of the license set forth in Section 2(a) above, I shall retain all ownership interest and applicable intellectual property rights in and to the Artwork.
d. Greebo Games Content. Nothing in this Agreement shall be construed to grant me any right or ownership with respect to any content or intellectual property owned or licensed to Greebo Games.
3) Representations and Warranties of Licensor
a. Intellectual Property. I hereby represent and warrant that I own the Artwork (and the content therein, except for content owned by Greebo Games), or that I otherwise have the right to grant use thereof to Greebo Games as set forth in this Agreement, and that the publication and display of the Artwork in any form does not violate the privacy rights, publicity rights, copyright, trademark rights, contract rights, publishing rights, or any other rights of any other person or entity.
b. Age of Consent. I hereby represent and warrant that I am of legal age to form a binding contract with Greebo Games; or, if I am not of legal age, I have obtained and submit as an attachment herewith a signed, written statement of such parental or legal guardian, acknowledging agreement to this Agreement on behalf of such parent/guardian and myself.
4) Further Actions by Licensor
a. Perfection of Rights. I agree to take, at Greebo Games’ expense, any further action (including, without limitation, execution of affidavits and other documents) reasonably requested by Greebo Games to effect, perfect or confirm Greebo Games’ rights as set forth in Section 2. In the event that the rights in and to the Artwork cannot be licensed to the extent required by this paragraph pursuant to the local law in which the Licensor resides, the foregoing licensing of rights shall be modified to the extent necessary to comply with such local law while giving Greebo Games the maximum rights possible to use and exploit the Artwork.
b. Release for Third Party Infringement. I hereby indemnify, discharge, release, and hold harmless Greebo Games, together with its parents, agents, affiliates, successors, and assigns and their respective directors, members, shareholders, officers, employees, agents, and representatives (all of the foregoing, collectively, the “Released Parties”), from any action and/or liability, in any form or manner, arising from any infringement of any third party’s rights in connection with the Artwork or from the breach on my part of the representation and warranty set forth in Section 3.
c. Release for Other Causes. I hereby discharge, release, and hold harmless the Released Parties from any action and/or liability, in any form or manner (with the exception of liability for willful conduct and gross negligence and with the exception of liability for willful conduct and negligence in the event of personal injury) arising in connection with Greebo Games’ use or display of my Artwork, or disclosure of my name or other personal information in connection therewith, including action and/or liability for personal injuries, death, damage to, or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional, whether under a theory of contract, tort (including negligence), warranty, or other theory, to the extent permitted by law.
5) Independent Contractors; Third Party Agreements
Nothing contained in this Agreement shall be deemed to constitute a partnership between or a joint venture by me and Greebo Games, or cause either party to be deemed the employee or agent of the other. This Agreement is not entered into for the benefit of any third party and shall not be deemed to give any right or remedy to any such party regardless of whether it is referred to herein.
6) Other Agreements
a. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the Italian Laws, exclusive of its provisions on conflicts of laws applicable therein. The parties expressly understand and agree that any dispute arising under this Agreement will be brought only in the state Italy and the parties hereby consent to the exclusive personal jurisdiction and venue therein.
b. Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws of such jurisdiction so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, but the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement shall remain in full force and effect.
c. Waiver. Waiver by either of the parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.
d. Merger. This Agreement contains the entire agreement of the parties with respect to the subject matter hereto and all prior agreements and negotiations are merged herein.
e. Headings. Any headings contained herein are for convenience only and shall not affect the construction hereof.
f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one instrument.