This Publishing and Copyright License Agreement ("Agreement") is entered on this day, ("Effective Date") by and between the person submitting their writing (“Artist”), and Absorbing Art as well as Z Publishing, LLC, a Wisconsin limited liability company (“Company”), parent company of Absorbing Art.
WHEREAS, the Company is compiling an anthology of writing and intends to publish the same in multiple mediums, including, but not limited to, print, electronic, and digital (the “Project”); and
WHEREAS, Artist has expressed a desire to have its work included in the Project and desires to have its work published generally; and
WHEREAS, Artist desirers to have the Company publish the Artist’s writing(s)—as has been submitted through www.absorbingart.com—(the “Work”) and the Company desires to publish the Work in the Project, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the receipt and sufficiency of which consideration is acknowledged, the parties agree as follows:
- Artist Grant of Publishing Rights to Company. Artist hereby grants, assigns, and licenses to Company a non-exclusive, irrevocable, royalty-free, perpetual, worldwide license and right to use, display, reproduce, distribute, and publish the Work on the internet and on or in any medium (including without limitation print, digital, and e-book), in all languages, and in each and every country and territory which now exists or comes to exist during the term of this Agreement. Artist agrees to execute and deliver any and all such documents as Company reasonably deems necessary, appropriate or convenient to evidence or effectuate the rights and license granted in this Agreement.
2. RESERVATION OF COPYRIGHT. NO PROVISION OF THIS AGREEMENT SHALL BE DEEMED TO LIMIT THE ARTIST’S RIGHT TO SELL, DISTRIBUTE, DISPLAY, OR OTHERWISE PROVIDE ACCESS TO THE WORK, OR CONTRACT, GRANT LICENSES, OR OTHERWISE MAKE ARRANGEMENTS WITH ANY OTHER PERSON TO SELL, DISTRIBUTE, DISPLAY, OR OTHERWISE PROVIDE ACCESS TO THE WORK; PROVIDED, HOWEVER, ANY SUCH CONTRACTS, SALES, ARRANGEMENTS, AND LICENSES SHALL NOT INFRINGE UPON OR LIMIT IN ANY WAY THE RIGHTS AND LICENSE GRANTED TO COMPANY HEREUNDER.
- Artist Representations, Warranties, and Indemnity to Company. Artist represents and warrants to Company that Artist is the sole author and proprietor of the Work; that the Work is original and not in the public domain; that the work does not infringe upon any existing copyright or the right of any person, party, or organization, including intellectual property rights; that Artist is the sole and exclusive owner of the rights granted to Company under this Agreement; that the grant of rights to Company hereunder will not violate any agreement, contract, or other arrangement Artist has entered into; that no person or party, except Artist, has any rights, title, or interest in and to the Work; that Artist is not a defendant to any action, suit, investigation, or proceeding relating to, or otherwise has been notified of, any claim that Artist’s use of the Work infringes the rights of any third person; that Artist has the full power and authority to enter into this Agreement; and that the Work does not contain any libelous, obscene, or other unlawful content. Artist agrees to defend, indemnify, protect, and hold Company harmless from and against any claim, demand, cause of action, costs (including attorney fees and costs), expenses, liabilities, or damages relating in any way or arising from a violation of the foregoing representations and warranties.
- Promotion of Work. Company shall have the right to use and license to others, the Artist’s name, submitted writing, image, likeness, and biographical materials for the purpose of advertising, promotion, and other exploitation of the Work and the Project and to engage in such promotional activities as Company deems reasonably necessary for the promotion of the Project. If Artist is a minor (under the age of 18 years), Artist and its legal/parental guardian may make the election to authorize Company to use Artist’s biographical information, name, and image in the promotion of the Work. If Artist and its legal/parental guardian do not authorize Company to use Artist’s name, image, and biographical information, then such information will not be included in the promotional materials or the Project. If a minor does not opt in as set forth above, then Company is granted the irrevocable right to assign a pen name to Artist to use in promoting and publishing the Project and the Work hereunder.
- Promotion as Consideration. Company intends to expend resources to produce, promote and sell the Project and Artist. The Company shall, as part of its consideration hereunder, provide Artist the opportunity to submit a reasonable, appropriate, and brief biographical statement which will be incorporated in the Project. Artist is not required to provide any such statement under this Section 5, but is encouraged to do so.
- Governing Law. This Agreement shall be governed by the laws of the United States of America and the State of Wisconsin, without reference to conflict of laws principles. If a provision of this Agreement shall be found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of the Agreement shall be enforceable as if such provision had not been included herein. The parties agree that any claim or dispute arising or accruing under this Agreement must be brought in the courts located in or serving Racine County, Wisconsin, and the parties hereby submit to personal jurisdiction therein for the purpose of this Agreement.
- Assignment. Artist may not assign its rights under this Agreement. Company may assign or sublicense all or any part of its right, title, and interest to this Agreement. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. The parties agree to act in good faith and to cooperate fully with each other in carrying out the intent of this Agreement, and for that purpose agree to execute all additional documents as may prove reasonably necessary to accomplish that intent.
- Waiver and Modification. This Agreement and the recitals constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreement, understanding, or representation, whether written or oral. No provision of this Agreement shall be deemed waived by a party, unless such waiver is made in writing and signed by the party against whom the waiver is sought to be enforced. This Agreement may not be modified or amended except in writing signed by both parties. The Parties further acknowledge that any breach of this Agreement could cause either party substantial damage. In the event of any breach or threatened breach of this Agreement, an aggrieved Party shall be entitled to all remedies available at law or in equity, and to obtain restraining orders and/or injunctions, both temporary and permanent. Artist hereby waives the defense of an adequate remedy at law and waives the right to assert such defense. Neither the terms and conditions contained in this Agreement, nor the Agreement itself, shall be construed as creating a partnership, joint venture, or agency relationship between Artist and Company.
- Guardian Signature Required If Artist a Minor. If Artist is a minor (under the age of eighteen (18)), then Artist and the Artist’s legal/parental guardian must execute this Agreement consenting and agreeing to the terms hereof.
- Severability. If the application of any provision or provisions of this Agreement to any particular facts of circumstances will be held to be invalid or unenforceable by any court of competent jurisdiction, then: (a) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby; and (b) such provision or provisions will be reformed without further action by the parties, to, and only to, the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances; and, in any event, the remainder of this Agreement will remain in full force and effect.
Limitation on Liability. Company and its affiliates shall not be liable to Artist or its legal guardian for any indirect, consequential, incidental, special, exemplary, or punitive damages, such as, but not limited to loss of anticipated profits or revenue or loss business, arising from this Agreement.
12. Payment. Artist acknowledges that Company does not itself provide royalty payment. However, if accepted to one or more book, Artist will have the option to join Company's affiliate program, which is administered and run completely through the third-party site Refersion. Artist agrees not to hold Company responsible for any grievance Artist holds against Refersion, and that any and all disputes regarding commission payments will be handled with Refersion, not Company. Though encouraged, it is not mandatory for the Artist to join the affiliate program.
13. Execution. This Agreement may be executed in multiple counterparts, all of which shall be deemed originals, and with the same effect as if all parties had signed the same document. All of such counterparts shall be construed together with and shall constitute one agreement. Copies of this Agreement and/or facsimile or electronic signatures shall be as valid and enforceable as an original. The parties expressly consent that DocuSign (and other forms of electronic signature) shall be a valid and enforceable method of executing this Agreement and that DocuSign and other forms of electronic signatures shall be enforceable as originals.