Chesapeake Arts Center Royalty-Free Image Licensing Agreement

This Submitter Licensing Agreement (the “AGREEMENT”) is entered into effective this date, [DATE] between [SUBMITTOR NAME] (“SUBMITTOR”) and the Chesapeake Arts Center (“CAC”). 

Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital images owned, created or taken by the Submitter and delivered to the CAC (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.

Intended Use:  The Submitter agrees to allow submitted IMAGES to be used royalty free and without limitation only in any CAC-sponsored books, newsletters, email campaigns, social media, film or video, or any advertising or marketing materials.

Rights: The Submitter certifies that he/she owns the rights to any submitted IMAGES and holds the CAC harmless against all claims.  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 the Submitter. This license provides the CAC with the limited right to reproduce, publicly display, and distribute the IMAGES only for the agreed upon terms as set forth in the CAC Intended Use portion of this agreement  and signed by both parties. IMAGES used for any purpose not directly related outside of those terms, must be with the express permission of the Submitter 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 the Submitter 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 CAC will be responsible to the the Submitter for any penalties and awards available under that statute.

Relationship of the Parties: The parties agree that the Submitter is an independent contractor, and that neither the Submitter, nor the Submitter’s employees or contract personnel are, or shall be deemed to be, employees of CAC. 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. the Submitter and the IMAGES or any other deliverables prepared by the Submitter shall not be deemed a work for hire as defined under Copyright Law. All rights granted to CAC 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 the Submitter and the CAC has no right to control the Submitter’s manner and method of performance under this Agreement. the Submitter will use his/her best efforts to: (a) ensure that the Images conform to CAC’s specifications; and (b) submit all Images to CAC in publishable quality, on or before the applicable deadlines.

Delivery: the Submitter may select delivery of photographs in JPEG, TIFF, PNG, or other standard format, at a resolution that the Submitter determines will be suitable for the Images as licensed. It is the CAC's responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the the Submitter. The Submitter has no obligation to retain or archive any Images delivered to CAC.

Fees: The Submitter agrees that all submitted Images are provided at no cost to the CAC, provided that the CAC uses the Images as specified in Intended Use section of this agreement. 

No Exclusivity: This Agreement does not create an exclusive relationship between the parties. CAC is free to engage others to perform services of the same or similar nature to those provided by the Submitter, and the Submitter shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by the Submitter.

Transfer and Assignment: CAC 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 CAC is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

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 Maryland. Any claim or litigation arising out of  this  Agreement  or  its  performance  may  be  commenced  only  in  courts  physically  located  in Anne Arundel County, Maryland 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.