Terry Taylor - Image Licensing Agreement

IMAGE LICENSING AGREEMENT

This Image Licensing Agreement (the “AGREEMENT”) is entered into effective this date, December 4, 2021 between [BOMMARITO FINE ART] (“ARTIST”) and [Terry Taylor] (“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 “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 sole and exclusive property of the Artist. Artist retains the rights to license to license the same content to others. This license provides the Client with the limited right to publicly display the Images only for the agreed upon terms as set forth in this Agreement. Images used for any purpose not directly related outside of said terms, must be with the express permission of Artist and may include the payment of additional fees, unless otherwise agreed to in writing.

Images 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.

Images may contain one or more small watermarks on the image itself with the symbol “Bommarito” or “Bommarito Art” or “Bommarito Fine Art” or any other such logo.

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 Images 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.

Delivery - Artist may select delivery of photographs in JPEG, TIFF, PNG, or other standard format, at a resolution that Artist determines will be suitable for the Images as licensed. It is the Client's responsibility to verify that the Images are suitable for display and that if the Images are not deemed suitable, to notify the Artist with five (5) business days. Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event will Artist be liable for poor reproduction quality, delays, or consequential damages.

Fees, Licensing Period- All fees and expenses payable under this agreement are required prior to delivery of digital file(s). NO LICENSING FEE FOR USE OF “BEACH FOAM” IMAGE FOR 3 MONTH DURATION FACEBOOK ADS USE BY CLIENT

Rights Revoked - In the event rights are revoked, all images in the possession of Client must be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Artist with written statement that all images have been removed and destroyed.

Renewal Option - Please contact Artist after 3 month period

Selection of Images - 1 Image. “Beach Foam”

Non-Exclusivity- Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Artist.

Restricted Uses- Refer to Exhibit B

Electronic Storage- Client shall make all reasonable efforts to protect the digital files from unauthorized use by third parties.

Warranties- The content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Artist does not represent or warrant that the content will meet your requirements.

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.

Termination- This agreement is effective until it is terminated by either party. Client may terminate this agreement by ceasing use of the content and deleting or destroying any copies and, if requested, confirm to Artist in writing that Client has complied with these requirements.

Artist may terminate this agreement at any time if Client fails to comply with any of the terms, in which case Client must immediately cease using the content; delete or destroy any copies; and, if requested, confirm to Artist in writing that Client has complied with these requirements.

Indemnification- Client will indemnify and defend Artist and all Artist parents, subsidiaries, agents, affiliates against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the use of the Images by Client.

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 California. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in San Diego County, San Diego, California, 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.

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.

Notices- All notices by email shall be sent to info@bommaritoart.com and all written notices shall be sent to 1931 ½ 30th St. San Diego, CA 92102 Attn: Bommarito Art.

The parties have caused this Artist Licensing Agreement to be duly executed as of the dates written below.

A reply to the email titled “Beach Foam Image Licensing - Bommarito Art for Terry” confirming this Client is in agreement to these terms shall act as signature by Client

Client Name: _________________________________

Client Company: ______________________________

Title: ________________________________________

Date: ________________________________________

Artist: Bommarito Art

Principal: Jeff Bommarito

Date: December 4, 2021

Exhibit A

Summary of Scope of Use

Use of digital image files for Facebook Ads campaign with duration up to 3 months

Exact files provided by Artist must be used. No edits of any type which may include but not limited to cropping, color changes, overlays, framing, distortion may not be applied without prior written consent by Artist

Exhibit B

Restricted Uses

No Unlawful Use. Client may not use content in a pornographic, defamatory or other unlawful manner.
No Standalone File Use. Client may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
No Use in Trademark or Logo. Client may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.
No Abuse. Client may not stockpile, download or otherwise store content not used in a project or end use within 30 days after the end of your subscription for future use.
Sensitive Use Disclaimer Required. If Client uses content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexual transmitted diseases), Client must request prior written person from Artist prior to publication.
Controversial Presentation. If Client intends to use content in the context of a topic that may be considered contentious to a reasonable person which includes but is not limited to war or political messages or religious contexts, Client shall request approval in writing prior to publication and use of Images. Artist reserves the right to request removal of Licensed Images in this context or any context that Artist deems may cause damage and/or misrepresent the Artist and/or the Image itself. Client shall remove Licensed Content from any of these contexts within 3 business days from time of notice.
No False Representation of Authorship. Client may not falsely represent that Client is the original creator of a work that is made up largely of licensed content. For instance, Client cannot create a painting based solely on licensed content and claim that Client is the author.
Restricted Uses - unless extended license purchased. Extended licenses which expand the scope of use and right of use are only available for purchase on a file by file basis. The content licensed within the scope of this Agreement may not be available for extended use.
No Products for Resale. Unless Client purchases an extended license, Client may not use content in connection with any goods or services intended for resale or distributionwhere the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com)
No Electronic Templates. Unless Client purchases an extended license, Client may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).