For good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, Artist (“Licensor”) hereby grants to SuperHeroes Agency, LLC (“Licensee”), the irrevocable, royalty free, right to reproduce, publish, display, broadcast, exhibit, transmit, edit, create derivative works from, license and/or otherwise use Licensor's images as described below (together, the “Materials”), and all elements and derivatives thereof, in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone or together with other material, in any manner directly associated with “The Brooklyn Poster Project”.
Lincensing
Licensor represents, warrants and covenants that: (i) Licensee owns or controls all right, title and interest in and to the Materials, including without limitation all copyrights, moral rights and trademark rights therein; (ii) upon Licensee's request, Licensor shall supply Licensees with written documentation of all necessary rights and permissions necessary for Licensee to make use of the Footage as set forth herein; (iii) the Materials are free from all liens and claims for fees, royalties, and/or other payments and no third party has any rights in, to or arising out of the Materials; (iv) the use of the Materials as permitted by this License will not violate the rights of any third party, including without limitation any copyright, moral right, trademark, right of publicity, right of privacy, contract and/or other proprietary right; and (v) Licensor has the full power and authority to enter into this License and to grant the rights and releases granted herein.
Licensor hereby releases, discharges and agrees to hold harmless Licensees from and against any and all claims, actions, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees) (collectively, “Claims”) relating to and/or arising from Licensees’ use of the Footage as permitted by this License, including without limitation any Claims for copyright infringement, violation of moral rights, misappropriation, trademark infringement, violation of the right of publicity and/or right of privacy, defamation, false light, emotional distress, misappropriation, breach of contract and/or Claims arising out of any blurring, distortion, alteration, optical illusion, or use in composite form of the Footage.
This License constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous oral and/or written representations, understandings and/or agreements between the parties relating to the subject matter hereof. This License may not be modified except in a writing signed by both parties. This License will be construed and enforced in accordance with the law of the State of New York without regard to its choice of law or conflict of law principles and each party submits to the exclusive jurisdiction and venue of an appropriate state or federal court located in New York County in the State of New York for any action or proceeding arising out of or relating to this License. This License will inure to the benefit of and will be binding upon each party’s respective affiliates, successors, licensees, assigns, heirs and representatives.
Artist credit
Licensor shall publish Artist credit alongside submitted original artwork in any/all usage cases.
Participation and use permissions
Licensor hereby agrees to grant Licensee the materials for mutually-beneficial marketing and promotional purposes. The materials may appear on Licensee’s microsite, Licensee’s marketing materials including but not limited to social media channels, press releases, event extensions etc. – at the discretion of SuperHeroes Agency, LLC.
Written press release
Licensor hereby grants Licensee to rights and permission to publish and distribute a written press release about Licensor’s participation in “The Brooklyn Poster Project”. The written press release may require quotes from the Artist. SuperHeroes Agency, LLC will retain the right of approval for the final press release.
Compensation
No financial compensation shall be exchanged between either party in this agreement.
