THIS AGREEMENT, between BROUSSARD GLOBAL COMMUNICATIONS, LLC, having a principal address of 6060 N. Central Expressway, Suite 101, Dallas, TX 75206, d/b/a CINDERELLA TO CEO (“Cinderella to CEO”) and you, the “Copyright Holder” is made as of the date of execution of this Agreement.
WHEREAS the Copyright Holder has submitted or provided certain creative works, including but not limited to photographs, text, images, video, designs, audio, or any other form of creative expression either (i) by submitting through Cinderella to CEO’s online submission form, or (ii) which are attached to this Agreement as Exhibit A;
WHEREAS Cinderella to CEO wishes to obtain a license to use these creative works submitted by the Copyright Holder (the “Works”);
Therefore, in exchange for good and valuable consideration, the Parties agree as follows:
1.1 Grant of License. Copyright Holder grants Cinderella to CEO a global, irrevocable, non-exclusive license to use the Works. Copyright Holder retains all copyright and other moral rights attached to and arising out of the creation of the Works, as well as any other rights not specifically licensed by this agreement.
1.2 Terms of License. Copyright Holder hereby unconditionally grants Cinderella to CEO and Cinderella to CEO licensees, parent and/ or sub-companies, and other affiliates (the “Affiliates”) an exclusive, irrevocable, perpetual, worldwide, paid-up, royalty-free, freely assignable and sub-licensable right and license to use, execute, copy, reproduce, perform, display, distribute, disclose, store, transmit, translate, modify, adapt, improve, prepare derivative works based upon or otherwise use the Work(s), in whole or in part, and to make, have made, use, and to otherwise practice any method related to the Work, by all means now known or later developed.
1.3 Further Acts. Copyright Holder agrees, at the expense of Cinderella to CEO, to execute all papers and to perform such other proper acts, as Cinderella to CEO may deem necessary to secure for Cinderella to CEO, its Affiliates, or its successors and assigns the rights under this Agreement. This may include but it not limited to, execution of additional sublicenses or model releases related to the Works and/ or additional releases related to copyright registrations.
1.4 Representations and Warranties. Copyright Holder represents and warrants that:
a) Copyright Holder is the sole owner and/ or rights holder to and of the Work(s);
b) Copyright Holder has the full right, power and authority to enter into this Agreement and to grant the rights granted herein;
c) Copyright Holder has not previously granted exclusive rights in the Work to any third party; and
d) by executing this license, no third-party rights will be infringed, including but not limited to Intellectual Property Rights. “Intellectual Property Rights” means the right, title and interest under (i) all applicable worldwide intellectual property laws, including patent, copyright, trade secret, and trademark laws; (ii) all other rights, privileges and priorities, (iii) all rights to contest, protest, sue at law or in equity for any infringement, imitation, impairment, distortion, dilution or other unauthorized use or conduct in derogation of the Deliverables and Related Rights occurring at any time, including the right to receive all proceeds and damages therefrom;
1.5 Indemnification. Copyright Holder will defend, hold harmless, and indemnify Cinderella to CEO and its Affiliates from and against any third-party claims and liabilities of misappropriation, infringement, and invalid licensing including, including without limitation, reasonable attorney fees and costs, regardless of the form of action or claim that arises out of or is in connection with, the copyrighted work.
1.6 Delivery and Use. Copyright Holder shall deliver all Works in digital files whenever possible. Any Works delivered after the execution of this Agreement shall be considered a “Work” under this License. All Works, in all forms and iterations, delivered by Copyright Holder shall be incorporated herein by reference, and subject to the terms of this Copyright license.
2. General Terms
2.1 Independent Parties. The Parties to this Agreement are independent of one another, and nothing contained in this Agreement shall make a partnership or joint venture between them.
2.1 Successors. This Agreement shall be binding and inure to the benefit of the each Party’s successor in interest.
2.3 Miscellaneous. This Agreement constitutes the entire understanding between the Parties, and can be modified only in writing. This agreement shall bind the Parties, their heirs, successors, assigns, and personal representatives. A waiver of any of these provisions shall not be construed as constituting a waiver any other section of this Agreement. If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of remaining provisions shall remain in full effect. Notice under this Agreement shall be dispatched in writing to the Party’s address first noted above, which may change from time to time.
2.4 Governing Law; Jurisdiction and Venue. This Agreement shall be governed according to the laws of the State of Texas, without regard to choice of law principals. The Parties agree that exclusive venue and jurisdiction lies with the courts of and for Dallas, Texas. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement.
THEREFORE, I, the COPYRIGHT HOLDER, agree to this license.