Terms & conditions – License agreement to use artwork in an entertainment or commercial production

             ¹ Upon the purchase of a license for the print size extra large scale Licensee is entitled to print any Digital File in any size and show the print in the Production but Artist only guarantees a resolution of any Digital File high enough to print at standard quality up to a print size of 84″ x shortest side at 200 DPI. See also provision of the artwork below.

             ² Upon the purchase of a license for the print size large scale Licensee is entitled to print any Digital File in any size and show the print in the Production but Artist only guarantees a resolution of any Digital File high enough to print at standard quality up to a print size of 50″ x shortest side at 200 DPI. See also provision of the artwork below.

 ³ A separate license is required for each episode.

Provision of the Artwork

Artist makes the Artwork available to Licensee in the form of one or several Digital Files. The purchase of a License Product for the print size extra large scale entitles Licensee to print the respective Digital File in any size and show such Print in the Production, but Artist only guarantees for the print size extra large scale a resolution of any Digital File high enough to print at standard quality up to a size of 84″ x shortest side at 200 DPI. The purchase of a License Product for the print size large scale entitles Licensee to print the respective Digital File in any size and show such Print in the Production, but Artist only guarantees for the print size large scale a resolution of any Digital File high enough to print at standard quality up to a size of 50″ x shortest side at 200 DPI. For any License Product for the print size medium or small scale, Artist guarantees a resolution of any Digital File high enough to print at standard quality up to the size listed in the table under grant of rights above (i.e. medium scale: 25″ x shortest side at 200 DPI; small scale: 15″ x shortest side at 200 DPI) and Licensee is only entitled to show any Print in the Production that does not exceed the listed measurements.

Digital Files and Prints

All Digital Files and any copy thereof made by Licensee remain the property of Artist. Licensee does not acquire any right, title or interest in or to any Digital File or copy thereof.

Licensee shall not make any Digital File or any copy thereof or any Print available to any third party unless this is reasonably required for the Production (e.g. for printing or framing purposes), provided, however, that the receiving third party is subject to an obligation owed to Licensee not to make any Digital File or any copy thereof or any Print available to any other third party and to delete all Digital Files and all copies thereof in its possession from all electronic and removable media and to destroy or forward to Circudo all Prints within two (2) days after the Production Conclusion.

Licensee is permitted to keep all Digital Files, any copy thereof and all Prints for the duration of the Production, which shall be deemed concluded with the Production Conclusion. Unless the Parties extend this period by agreement in writing, Licensee must delete all Digital Files and all copies thereof in its possession from all electronic and removable media and destroy or forward to Circudo all Prints in its possession within two (2) days of the Production Conclusion.

Licensee is permitted to make copies of any Digital File and to make Prints and to distribute them to its employees, agents, assigns, messengers and freelancers for the purpose of the Production, provided, however, this does not frustrate fulfillment of Licensee’s obligations under this License Agreement, in particular any obligation to delete any Digital File and to destroy or forward any Print, i.e. provided Licensee has the required legal rights to enforce the performance of the respective necessary acts by the recipient.

Licensing Fee

As full payment for all rights granted under this License Agreement, Licensee shall pay Artist the Licensing Fee. Payment of the Licensing Fee becomes due upon the execution of this License Agreement and must be made exclusively to Circudo. Accepted methods of payment are specified during the Checkout Process and comprise commonly used credit and debit cards.

Credit

Licensee is not obliged to give credit to Artist for Licensee’s use pursuant to this License Agreement of the Artwork in the Production.

Artist’s representations

Artist represents that it is authorized to enter into and execute this License Agreement and that it owns the rights in the Artwork, including, but not limited to all copyrights, trademarks, and rights in the likenesses of any people (if any) depicted in the Artwork. Artist has the right to grant permission for the use specified above of the Artwork and any Photograph provided in any Digital File, and the use of the Artwork and / or any Photograph does not infringe upon any rights of any third party related to the Artwork or any Photograph. Artist waives any claims, known or unknown, arising out of Licensee’s use pursuant to this License Agreement of the Artwork in connection with the Production.

Indemnification by Artist

Artist shall, to the extent permissible by applicable law, indemnify Licensee and hold Licensee harmless from any damages and liabilities arising from any breach of Artist’s representations as defined in Artist’s representations, above.

Licensee’s representations

Licensee represents that it is authorized to enter into and execute this License Agreement.

Licensee’s warranties

Licensee warrants that it will use the Artwork in a manner that is consistent with the general practices of the television or motion picture or advertising industry, whichever applies. Licensee will ensure that Licensee and all of Licensee’s employees, agents, assigns, messengers and freelancers will use any Digital File and / or any Print only in a way permitted by this License Agreement.

Indemnification by Licensee

Licensee shall, to the extent permissible by applicable law, indemnify Artist and hold Artist harmless from any damages and liabilities arising from any breach of Licensee’s representations and warranties as defined in Licensee’s representations and Licensee’s warranties, above.

Artist’s relief

In the event that Licensee breaches this License Agreement, Artist’s relief regarding only the Production shall be limited to damages and Artist shall in this respect not be entitled to injunctive or equitable relief.

Attorney fees and expenses

The prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and reasonable attorney fees incurred in enforcing this License Agreement.

Governing law

This License Agreement shall be governed in accordance with the laws of the State of California.

Jurisdiction

The Parties consent to the exclusive jurisdiction and venue of the federal and state courts located in the County of Los Angeles, State of California, in any action arising out of or relating to this License Agreement. The Parties waive any other venue to which either Party might be entitled by domicile or otherwise.

Waiver

The failure to exercise any right provided in this License Agreement shall not be a waiver of prior or subsequent rights.

Invalidity

If any provision of this License Agreement is invalid under applicable statute or rule of law, it is to be considered omitted, and the remaining provisions of this License Agreement shall in no way be affected. The remainder of this License Agreement shall in such event be interpreted so as best to effect the intent of the Parties.

Entire understanding

This License Agreement expresses the complete understanding of the Parties and supersedes all prior representations, agreements, and understandings, whether written or oral. This License Agreement may not be altered except by a written document signed by both Parties.

Attachments, exhibits, schedules and Website content

The Parties agree and acknowledge that all attachments, exhibits, and schedules referred to in this License Agreement as well as all content of the Website referred to in this License Agreement, in particular the Checkout Page, the details of which are automatically recorded in the Confirmation Emails and Log Files, are incorporated in this License Agreement by reference.

No special damages

Artist shall not be liable to Licensee for any incidental, consequential, punitive, or special damages.

Third-party beneficiaries

This License Agreement is for the sole benefit of the Parties hereto and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this License Agreement.

Further assurance

Each Party shall, upon reasonable request, promptly execute such documents and perform such acts as may be necessary to give full effect to this License Agreement.

Notices

Any notice or communication required or permitted to be given under this License Agreement shall be sufficiently given when received by certified mail or sent by overnight courier.

Address for notices:
Circudo, Inc.
1247 Justin Ave.
Glendale, CA 91201

No joint venture

Nothing contained in this License Agreement shall be construed to place one of the Parties in the relationship of agent, employee, franchisee, officer, partner, or joint venturer to the other Party. Neither Party may create or assume any obligation on behalf of the other.

Affiliates and assignability

This License Agreement shall be binding upon all affiliates and other related entities of a Party and upon the principals, employees, assignees, heirs, and/or successors-in-interest of each Party, and none of the Parties shall have the right to assign this License Agreement or any individual right derived from it without the express written consent of the other Party.

Each Party has agreed to this License Agreement through its authorized representative. The Licensee, having read this License Agreement, indicates its consent to it by ticking the respective box on the Checkout Page and clicking the button labeled place order. This License Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Schedule to license agreement to use artwork in an entertainment or commercial production – definitions

“Acquired Rights” means all rights granted to Licensee by this License Agreement.

“Artist” means the author of the Artwork whose name is displayed in the very beginning of the title line of a License Product: each License Product shows – in the grid style archives containing multiple products as well as on each individual product page and in addition on the Checkout Page – in its title line first the author of the underlying Artwork, divided by a dash from the title / number of the Artwork. The entire title line – including the author – of a License Product that is in the Shopping Cart before Licensee can initiate the Order Placement is shown during the Checkout Process on the Checkout Page.

“Artwork” means the artwork underlying a License Product – identifiable by the author and a title or number (see definition of Artist for the structure of License Product titles) – that is upon Order Placement initiated by Licensee in the Shopping Cart as shown on the Checkout Page and recorded in the Confirmation Emails and Log Files.

“Checkout Page” means the web page on the Website with the url circudo.com/checkout/ that gets called when clicking on the Website link labeled proceed to checkout where Licensee can fill in the information required for Order Placement and initiate payment.

“Checkout Process” means the procedure initiated by clicking on the Website link proceed to checkout during which Licensee can fill in the information required for Order Placement and initiate payment.

“Circudo” means Circudo, Inc., a California corporation with registered office at 1247 Justin Avenue, Los Angeles, California, 91201.

“Confirmation Emails” means (1) an email labeled order complete which the Website sends automatically upon Order Placement to the email address Licensee fills during the Checkout Process into the Checkout Page, and (2) an email labeled new order which the Website sends automatically upon Order Placement to Circudo’s general email address (info@circudo.com).

“Digital File” means a high resolution digital file (e.g. a digital photograph) the Website makes available via a download link sent in email to the email address Licensee provides during the Checkout Process and shown on the Website itself after the conclusion of the Checkout Process.

“License Product” means any product on the Website that shows a categorization as license & downloadable file.

“Licensing Fee” means the flat fee that becomes due for a License Product upon Order Placement in Licensee’s Shopping Cart and that is shown for that License Product before Order Placement on the Checkout Page and recorded in the Confirmation Emails and Log Files. The Licensing Fee varies according to the variable values selected by Licensee for each License Product.

“Log Files” means the Shopping Cart log files.

“Order Placement” means the legally binding execution by Licensee of a transaction on the Website via the Checkout Process by filling out in the requested manner all required fields on the Checkout Page including the payment details, ticking the terms & conditions box and clicking the button labeled place order.

“Parties” means the Licensee and the Artist.

“Party” means the Licensee or the Artist.

“Photograph” means a photograph of the Artwork.

“Print” means a print of the Artwork.

“Production” means Licensee’s production bearing at the time of the Order Placement the title Licensee fills into the Checkout Page during the Checkout Process.

“Production Conclusion” means the last paid day of anyone in the Production’s art department.

“Shopping Cart” means the shopping cart of the Website.

“Website” means the website circudo.com including all its individual pages.