BY SUBMITTING INFORMATION AND DESIGNS TO DENIK LLC AS PART OF THE DENIK ARTISTS PROGRAM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
The AGREEMENT is made upon your submitting the information and files to Denik, LLC (“Effective Date”). The agreement is by and between you (“Licensor”) and Denik, LLC (“Licensee”).
Licensor and Licensee are collectively the “Parties”.
WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in the artwork that is the subject of this Agreement (the “Artwork”);
AND WHEREAS, Licensor wishes to permit Licensee to use and distribute the Artwork in the course of Licensee’s business, under the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
- “Artwork” shall mean the original copyrighted logo(s), illustration(s), photos and/or graphic(s),
Grant of License.
- Licensor hereby grants to Licensee a NON-EXCLUSIVE, NONTRANSFERABLE license to distribute the Artwork worldwide to retailers, customers, and other parties of the licensee’s choosing in connection with the printing, production, and sale of products based on the files submitted by Licensor (print files are product specific).
- Licensor shall remain the sole owner of the copyright in the Artwork. Licensee shall enjoy the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership or creation of the copyright in the Artwork.
- Licensor shall be entitled to a credit on the inside or outside cover of all books printed with the Licensor’s original work as well as on the Licensee’s website. Licensor is responsible for including this credit on the designs submitted to Licensee.
Term and Termination.
- This Agreement shall begin on the Effective Date and shall continue in full force and effect for the life of the copyright in the Artwork, unless terminated pursuant to the terms of this Section 4.
- Both Licensor and Licensee shall be entitled to terminate this Agreement for any reason with 60 days prior written notice, stating intent to terminate and intended date of termination. Licensor my submit notice to Licensee by email at email@example.com.
- In the event that this Agreement is terminated pursuant to this Section 4, Licensee shall cease production and sale of the Artwork prior to or on the effective date of termination. All books and products with Licensor’s art produced prior to the termination date will remain in the possession of Licensee and be authorized for sale and distribution.
- If submitted Artwork extremely offensive, in the sole opinion of Licensee, Licensee reserves the right to not publish the Artwork.
- Licensee shall pay to Licensor a royalty of 10% of the net sales (sales minus discounts and coupons) from each product containing the Licensor’s original artwork when selling at full retail prices on Denik.com, on Licensor’s website when products are drop-shipped by Licensee, and direct sales to consumers. Licensee shall be exempt from royalty payments on products containing the Licensor's original artwork produced by Licensee for and/or sold to the Licensor for Licensor’s use or resale. The Parties agree that, to the extent possible, Licensee will make payments to Licensor via PayPal.
- Licensee shall submit to Licensor written royalty reports at the end of each month (“Monthly Royalty Period”) for Online/Direct sales, stating the dollar amount for books sold for the then-ending royalty period and the corresponding amount owed to Licensor as royalty payments for that period. Monthly Royalty Reports must be received by Licensor no more than 30 days after the end of each royalty period. Payment of each Monthly Royalty Payment must be made to Licensor in full within 30 days of the end of each royalty period.
- In the event that no books or products are sold containing the Artwork during a royalty period, Licensee shall be exempt from the obligation to provide a Report for any such period. Licensor shall be given access to Licensee's records with respect to the Artwork, wherever and whenever mutually convenient, in order to audit Licensee's stated licensing records and to confirm that all royalty payments are properly stated and accounted for. If it is determined that any royalty payment has been deficient, Licensee shall have 30 business days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time allotted above shall be considered a material breach of this Agreement.
- In the event that this Agreement is terminated pursuant to the terms and conditions in Section 4 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each product sold, whether those products were sold before or after the termination of this Agreement.
Licensor’s Representations and Warranties.
- Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Artwork and owns all right, title, and interest in the Artwork.
- Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
- Headings. The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee and supersedes any prior understanding or representation of any kind preceding the Effective Date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.
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