LICENSE AGREEMENT FOR USE & DISTRIBUTION OF CREATIVE PROPERTY:

Transcription

1 LICENSE AGREEMENT FOR USE & DISTRIBUTION OF CREATIVE PROPERTY: 1. The Licensor hereby grants to and Travel Alberta a non-exclusive, perpetual, worldwide, royalty-free license to use, publish, modify and distribute for purposes of promotion of Alberta the creative assets (herein known as the Creative Works ) including, but not limited to photographs, video, illustrations, written copy, maps, and templates as described in clause (9) below. The Licensor warrants that it has the necessary rights, title and interest to grant the rights set forth in this Agreement. The Licensor warrants that all Creative Works delivered to Alberta Travel Alberta in connection with this License will be original work. and Travel 2. Subject to clause (3), the Licensor warrants that the Creative Works shall be free and clear of any claim, right or encumbrance that would interfere with the licensing under clauses (1) and (4) and that the use of the Creative Works in any fashion by and Travel Alberta, its partners, agents, assigns or licensees shall not violate any copyright, moral right, right of privacy or right of publicity, or infringe or misappropriate any rights of the Licensor or any third party. 3. If execution of a document of assignment is required with respect to any particular aspect of the Creative Works, the Licensor shall execute, and cause all individuals who are involved in creating the Creative Works to execute, such documents as may be necessary in order that the Creative Works may be fully and effectively licensed to any further consideration. and Travel Alberta without 4. Without limiting the generality of clause (1), at its sole discretion, and Travel Alberta shall have the right to make or cause to make use, access, load, download, store, install, copy, publish, distribute, communicate, exhibit, produce, reproduce, print, broadcast, display, sub-license and/ or assign (hereinafter to use or make use ) the Creative Works throughout the world for any and all promotional, educational, marketing, public relations and/or editorial purposes and according to the Terms and Conditions set forth in the Travel Alberta Multimedia Library (Addendum 1), as amended from time to time. this License at its sole discretion. and Travel Alberta may sublicense its rights under and Travel Alberta also has the right to translate, excerpt and adapt the Creative Works as it deems appropriate in its sole discretion and Licensor waives

2 any and all moral rights that it may have in the Creative Works. All rights granted herein are applicable in any and all media, including but not limited to print, electronic, digital media, internet, whether known or hereafter created. and Travel Alberta shall exercise its reasonable efforts to include credit when using the Creative Works, provided that the details are included below by the Licensor. However, under no circumstance shall a failure to include credit by and Travel Alberta or its sub licensees constitute a breach of this Agreement and the Licensor agrees that it will not seek damages from and TravelAlberta or its sub licensees in that regard. 5. The Licensor shall at all times indemnify and hold harmless and Travel Alberta, its directors, officers, agents, employees and any others for whom it may be responsible in law, from and against all losses, claims, demands, awards, judgments, actions and proceedings by whomsoever made, brought or prosecuted, resulting from or arising out of, attributable to or in any way connected with this Agreement and whether or not caused by the Licensor's negligence, including without limitation any actions brought by third parties alleging infringement or misappropriation of intellectual property rights, except to the extent to which such loss or damage has arisen out of and Travel Alberta's negligence. 6. The liability of the Licensor to indemnify or reimburse and Travel Alberta under this Agreement shall not affect or prejudice other rights available to and Travel Alberta at law or in equity. and Travel Alberta in the exercise of any 7. The Licensor shall comply with all legislation directly or indirectly applicable to the performance of its obligations under this Agreement. The Licensor agrees that all matters relating to this License and Agreement shall be interpreted in accordance with the laws applicable in Alberta and the parties agree to irrevocably attorn to the jurisdiction of the courts of Alberta and the federal laws of Canada applicable therein, without reference to its conflict of laws provisions. 8. This Agreement shall enure to the benefit of, and be binding upon, the successors and assigns of and Travel Alberta and the Licensor respectively.

3 9. Description of the Creative Works and/or see attached contact sheet: Credit to ac the Creative Works: The Licensor, intending to be legally bound and for valid consideration given and received has required its duly authorized signatory to execute this Agreement below: Company ( Licensor ): Address: Duly Authorized Company Representative Name Duly authorized Company Representative Signature Date:

4 ADDENDUM 1: TRAVEL ALBERTA MULTIMEDIA LIBRARY - TERMS AND CONDITIONS OF USE The Travel Alberta Digital Asset Management System contains photos, videos, maps, text, trademarks, logos and other artwork (collectively the Assets ) that are made available to tourism industry organizations, including travel writers, media representatives, destination marketing organizations and other travel trade representatives, for use in the promotion of Alberta as a tourism destination. Your use of the Travel Alberta Digital Asset Management System (the System ), and any Assets contained in the System, forms a legal agreement (the Agreement ) between you, your, your employer and/or your corporate client (collectively You ) and Travel Alberta. Travel Alberta hereby grants You a world-wide, non-exclusive, one-time License to use the Assets without charge, subject to the following limitations: The Assets may be used in the following manner: a) in promotional materials that are not intended for resale, such as brochures, print advertising, video advertising, websites and presentations that promote Alberta as a tourism destination. b) for convention and tradeshow materials that are not intended for resale. c) to ac editorial about Alberta in magazines, newspapers, broadcasts or online. The Assets may not be used for any commercial purpose, including, but not limited to the following: a) retail items or materials intended for sale such as calendars, postcards, placemats, books, posters, etc. b) materials designed for interior decoration. c) product packaging or promotion of products intended for sale. d) advertising materials that promote a non-tourism related business. e) unlawful, defamatory or discriminatory uses. All Assets are protected by copyright, moral rights, trademark and other laws in Canada relating to intellectual property rights and remain the property of Travel Alberta and/or the contributing artist or organization as stated in the credit line of each Asset. Credits must be given in the finished material.

5 You may not electronically alter the Assets or create derivative works using the Assets, or make any alteration that is misrepresentative or changes the creative integrity of the Asset. Photography may be cropped in a manner that is conducive to changing the size or orientation for layout purposes, but elements within the photograph may not be digitally removed or cropped from the image. Video b-roll segments may be edited for timing within new video projects. Marketing videos or broadcast commercials must be rebroadcast in their entirety and may not be altered or edited in any manner without prior express permission from Travel Alberta. Logos, trademarks, maps and artwork may not be altered in any way. You may not rent, lease or sublicense the Assets to any third party without prior consent from Travel Alberta. Further, You agree that You will not portray yourself as an employee, associate, affiliate or representative of Travel Alberta. You hereby agree to indemnify, defend and hold harmless Travel Alberta from any and all liabilities, damages, claims, suits, judgments, costs and expenses arising from your use of, or inability to use, the Assets. Travel Alberta reserves the right to revoke the License if You are deemed by Travel Alberta, in its sole reasonable discretion, to be in breach of any of these Terms and Conditions of use (the Terms ). Travel Alberta may also revoke the License if any of the information provided by You is deemed by Travel Alberta to be incorrect, and You do not provide corrected information to Travel Alberta s satisfaction. By using the System, You confirm that You have read all of the foregoing Terms, and that You agree to be bound by the Terms. If You do not wish to be bound by the Terms, please do not use the System.