Alias Advertising License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND ALIAS ADVERTISING/DESIGN (“THE AGENCY"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB, E-MAIL, PHONE, POSTAL MAIL AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
a. Invoice: Computer-generated or pre-printed invoice provided by Alias Advertising that may include, without limitation, the permitted scope of use of the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
b. Proof: An electronic or printed prototype of the design of the Licensed material, which the Agency shall supply the Licensee for proofreading, corrections, and/or approval (see 7. Review and Approval).
c. Licensed Material: Any ad, printed piece, video, audio, visual representation generated optically, electronically, digitally or by any other means, or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by the Agency under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
d. Coupon and Call to Action: Specific area of the Licensed Material which identifies the Licensees product/brand/logo, their contact information and any special events, offerings, promotions or discounts.
e. Reproduction and Reproduce: Any form of copying or publication of any Licensed Material, via any medium by whatever means such as, but not limited to, newspaper, direct-mail, point-of-purchase display, television, radio, cable, or poster.
f. Normal Business Hours: 9am-5pm (EST), Monday thru Friday, with the exception of Federal and State mandated holidays.
g. Standard Turn-Around Times: Electronic delivery of any Licensed Material is no less than 3 business days. Revisions to existing Licensed Material require no less than 2 business days for electronic delivery. Physical delivery of printed Licensed Material may require additional days for shipment.
h. Rush Rate: Electronic delivery of any Licensed Material requested in less than the Standard turn-around time will be assessed a 50% surcharge. Physical delivery may require additional printing and/or overnight shipment charges as are required.
i. Super Rush: Electronic delivery of any Licensed Material requested in less than 12 hours and/or outside of Normal Business hours will be assessed a 100% surcharge (x2) on all Std. rates/fees.
2. GRANTS OF LICENSE: Upon full payment of the Invoice, the Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice, for sole use in Media it was originally created/delivered for a period of 1-year (365 days).
a. The Licensee may not modify, change, distort or manipulate any part of the Licensed Material nor create any derivative work from the Licensed Material OTHER THAN the Coupon or Call to Action section of the Licensed Material.
b. Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement
c. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Alias Advertising to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Alias Advertising other remedies under this Agreement, Alias Advertising reserves the right to charge and Licensee agrees to pay a fee equal to five times Alias Advertising normal license fee for use of the Licensed Material.
4. COPYRIGHT: No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement.
5. WARRANTY AND LIMITATION OF LIABILITY:
a. Alias Advertising warrants that the Licensee's use of the Licensed Material in its original form and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
b. Alias Advertising does not offer proofreading services. The Licensee is solely responsible for proofreading the Licensed Material supplied. (see 7. Review and Approval).
c. ALIAS ADVERTISING MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALIAS ADVERTISING SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF ALIAS ADVERTISING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER OR NOT SUCH FAILURE WAS CUASED BY INTENTIONAL OR NEGLIGENT ACTION OR OMISSION BY ALIAS ADVERSING OR A 3RD PARTY. ALIAS ADVERTISING MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 2 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.
6. INDEMNIFICATION: Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Alias Advertising shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Alias Advertising is in breach of its warranties given in section 5 above. Alias Advertising entire indemnification obligation under this agreement and Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 5 above. Licensee shall defend, indemnify and hold Alias Advertising and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.
7. REVIEW AND APPROVAL: The Licensee shall be granted up to 3 business days to review the submitted Proofs. The Licensee shall submit any requests for corrections, in detail, in writing. Revisions or changes requested by the Client after Approval or beyond 1 round of corrections shall be charged additional fees and costs as are required to complete the request. The Client shall be responsible for all proofreading and for any errors and typos found approval of Proof. If no corrections are requested after 3 business days of review, the Proof shall be considered approved and accepted by the Licensee. Licensed Material will be based on the approved Proof.
8. ARBITRATION AND DISPUTE RESOLUTION: Any disputes in excess of one thousand (1000) US dollars arising out of this Agreement shall be submitted to binding arbitration in and pursuant to the laws of the City of New York. The Client shall pay all arbitration, court costs, and reasonable attorney's fees.
9. MODIFICATIONS TO AGREEMENT: No additions, subtractions or modifications may be made to this agreement unless submitted in writing and mutually signed and agreed upon by both parties.
10. ACCEPTANCE of AGREEMENT: Submission of request for License Material shall evidence acceptance of these terms as complete and final.