Note: For the purpose of this agreement, and within it's content, The non-profit organization "Keepers of the Patos Light", it's members, agents, and any organizational property or actions (including http//www.keepersofthepatoslight.org) shall be referred to and/or known as "KOPL".
Grant of Authority
A) The Supplier hereby appoints KOPL as Supplier's exclusive agent and sole distributor to sell or license Exclusive Content to third parties within the jurisdictions of KOPL's business, and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Exclusive Content, Supplier grants KOPL:
1) The exclusive right and license to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image or authored products, or publicly perform or display the Exclusive Content to prospective purchasers and licensees: (i) through the Site; (ii) through other venues owned or operated by KOPL or its affiliates from time to time, and(iii) through third party distributors and alliance or channel partners of KOPL, and
2)The right to grant perpetual, world-wide, non-exclusive and non-transferable licenses or sub-licenses to end-users and, where such purchase or license is through one of the venues described in (ii) or (iii) above, to other purchasers and licensees on terms and conditions substantially similar to such Content License Agreement with such reasonable modifications as KOPL may agree.
B) In addition to the foregoing grant, KOPL may post, reproduce, modify, display, make derivative works or otherwise use any Exclusive Content for its own business purposes relating to the promotion of the Site and its distribution programs, and expand the market for the sale or licensing of Exclusive Content (including, without limitation, the use of the Exclusive Content and the Supplier's registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties). The Supplier agrees that KOPL shall have exclusive rights to design marketing literature for the Exclusive Content, at its own expense, and the Supplier agrees to cooperate in that regard. No compensation shall be due to the Supplier for use of Exclusive Content for such business purposes.
C) The Parties agree that all rights, including title and copyright, in and to the Exclusive Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to KOPL or any third party except as provided in this Agreement and license agreements which KOPL is authorized to enter into on the Supplier's behalf.
Intellectual Property Matters
A) The Supplier acknowledges that KOPL prohibits any Exclusive Content, Descriptive Information or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
B) By uploading Exclusive Content, you are warranting that you own all proprietary rights, including copyright, in and to the Exclusive Content with full power to grant the rights of such Exclusive Content. In addition, to the extent that the Exclusive Content contains images of people or persons, you represent and warrant that you have obtained as part of the Descriptive Information a valid and binding model release from all required parties that will permit the uses for such Exclusive Content contemplated in this Agreement. You also warrant that where required by applicable law, you have also obtained a valid and binding release in substantially the same form as [property release] relating to identifiable property contained in the Exclusive Content that might sensibly lead to the identity of or be required by the owner of such property to permit it's use.
C) The Supplier agrees that neither KOPL nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Exclusive Content or Descriptive Information, or any error, omission or other matter relating to a model or property release respecting Exclusive Content or Descriptive Information.