The Art Sherpa LaBS

LICENSOR LICENSING AGREEMENT

This Licensor Licensing Agreement (the “AGREEMENT”) is entered into and effective upon purchase or gratis use of a subscription between The Art Sherpa LLC. (“LICENSOR”) and YOU, (“LICENSEE”). All references to the Licensee in this Agreement shall include Licensee’s parent companies, affiliates, and subsidiaries.

Scope of this Agreement. This Agreement applies to any image, videos, web pages, graphics, digital assets, digital images, best practices, training documentation and business support materials hosted, created, or taken by Licensor and delivered to the Licensee (collectively known as “IMAGES”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.

Rights: All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Licensor. This license provides the Licensee with the limited right to publicly display, teach and distribute the Images only for the agreed upon terms as set forth in the Licensee Invoice and signed by both parties. Images used for any purpose not directly related outside of those terms must be with the express permission of Licensor and may include the payment of additional fees, unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of the Licensor in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and Licensee will be responsible to the Licensor for any penalties and awards available under that statute.

Relationship of the Parties: The parties agree that Licensor is an independent contractor and that neither Licensor nor Licensor’s employees or contract personnel are, or shall be deemed to be, employees of Licensee. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Licensor and the Images or any other deliverables prepared by Licensor shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Licensee are contractual in nature and are expressly defined by this Agreement.

Creation: The manner and method of creating any Image is solely at the discretion of Licensor and the Licensee has no right to control Licensor’s manner and method of performance under this Agreement. Licensor will use his/her best efforts to: (a) ensure that the Images conform to Licensee’s specifications; and (b) submit all materials using Licensed Images before publication (c ) any alterations to the Images must be submitted prior to public use.

Delivery: Delivery of all Images will be provided through www.theartsherpa.com and the associated Licensor User accounts. Access to digital assets, Images and video links will be updated and made available from www.theartsherpa.com/LaBS/Dashboard

Fees: All fees and expenses payable under this agreement are required immediately whether Licensee makes actual use of the Images. If full payment has not been received within thirty (30) days all rights are revoked at Licensor’s discretion. In the event rights are revoked, all images in the possession of Licensee will be removed from all forms of media and permanently destroyed within ten (10) days. Licensee shall provide Licensor with written statement that all images have been removed and destroyed. All physical goods or branded items will be returned to The Art Sherpa LLC. at the Licensee's expense, or photographic proof of destruction.

Cancellation: Licensee may cancel at any time, any fees or subscriptions already paid will remain in effect until the end of the Subscription Period.

No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Licensee is free to engage others to perform services of the same or similar nature to those provided by Licensor, and Licensor shall be entitled to offer and provide services to others, solicit other Licensees and otherwise advertise the services offered by Licensor.

Transfer and Assignment: Licensee may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Licensee is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

Indemnification: Licensee will indemnify and defend Licensor against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by Licensee.

General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in HARRIS COUNTY, TEXAS, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorney's’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.

No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is based on or made up largely of licensed content. For instance, you cannot create a painting based solely licensed content and claim that you are the author.

No Products for Resale. Unless you purchase a custom license, you may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com, cafepress.com or etsy.com)

Subscription Termination. Unless renewed, subscription agreements terminate automatically at the end of the subscription period.

Social Media Termination. If you use the content on a public broadcast or social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.

Monthly Subscription Payments.  All monthly subscriptions renew automatically until canceled by the user. Payment Gateway Services are provided by PayPal.com