IMAGE AND DIGITAL MEDIA LICENSE AGREEMENT
This Image and Digital Media License Agreement (known as the “Agreement”) is entered into as of the date the TransAdvocate sends notification of Agreement approval to the individual or entity seeking to enter into this Agreement (known as the “Applicant”) and will constitute the Agreement Effective Date between the TransAdvocate and its parent organization, the Transgender Foundation of American (known as the “Supplier”) and the Applicant.
WHEREAS, Supplier is the legal owner (or licensee with a right to sublicense) of certain photographs, other images, videos, audio, or other digital media of any kind or nature (collectively referred to as the “Works”);
WHEREAS, the Applicant seeks to license the Supplier’s Works for use in the Applicant’s media presentation(s); and,
WHEREAS, the Applicant will use the Works in a manner the Supplier deems to not be detrimental to the quality of life of transgender people; and,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
TERMS OF AGREEMENT
Defaults. If Applicant fails to abide by this Agreement, Supplier shall have the option to cancel this Agreement at any time deemed appropriate by the Supplier. The Applicant may, at the sole discretion of the Supplier, be granted the opportunity to prevent the cancellation of this Agreement by taking the corrective action(s) deemed necessary by the Supplier.
Applicant agrees that use of Work will be accompanied by audio (if Work is used in audio format) or visual (is Work is used in video format) attribution to the “TransAdvocate.com” or to “The TransAdvocate”.
UNDER NO CIRCUMSTANCES WILL THE SUPPLIER ENTITIES BE LIABLE FOR ANY DAMAGE CAUSED BY THE USE OR MISUSE BY ANY THIRD PARTY OF THE WORKS, OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE SUPPLIER ENTITIES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF THE WORKS OR ANY PORTION THEREOF, EVEN IF THE SUPPLIER OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SUPPLIER'S TOTAL LIABILITY TO FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100). THE APPLICANT AGREES THAT ALL COSTS ASSOCIATED WITH LIABILITY TO FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE BORNE BY THE APPLICANT.
B. Notice. Any notice necessary under this Agreement shall be in writing and shall be considered delivered three days after electronically or physically mailing, or when received if sent by telecopy, prepaid courier, express mail or personal delivery, to the addresses provided on the form used to access this Agreement.
C. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions, and this Agreement shall be construed as if such invalid or unenforceable provisions were omitted unless the omission of such provision would deprive one of the parties of a material benefit of its bargain hereunder.
D. Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
E. Entire Agreement. This Agreement constitutes the entire Agreement and understanding of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, consents, and understandings relating to such subject matter. The parties agree that there is no oral or other Agreement between the parties which has not been incorporated into this Agreement. This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.