Toonlet, Inc.

ARTIST AGREEMENT

Date: 1/21/08

Parties: Toonlet.com, Inc., an Oregon corporation (“Toonlet”)

And:  toonlet users

 

In exchange for the mutual promises set forth in this Agreement, the parties hereby agree as follows:

  1. Services.

    1. Overview. Toonlet hereby engages Artist and Artist accepts such engagement as an independent contractor to create and provide certain artwork (the “Artwork”) consisting of elements of characters, backgrounds and other artistic components (the “Artwork Elements”).

    2. Scope of Artwork. The scope of the Artwork to be delivered to Toonlet is described in this Section  and further described on attached Exhibit A (i.e., a description of the characters and the elements of each “pack” to be delivered). Artist will provide the Artwork to Toonlet on a “per-pack” basis. A “pack” will consist of a full complement of Artwork Elements, as outlined in the Asset Production Process documentation included in separate documentation. The Artwork shall be in a medium and format suitable for publishing online. Toonlet may, in its discretion, reject any Artwork it deems not suitable for publication.

    3. Use of Artwork. Toonlet will make available each pack of Artwork Elements to registered users of Toonlet’s website (“Users”) located at www.toonlet.com (the “Toonlet Site”). Users will have access to the Artwork Elements and will be able to create one or more User generated characters, comic strips, graphic novels or related artwork (“User Artwork”), which may or may not be a derivative work of the Artwork.

    4. Fees and Payment. Toonlet will pay Artist the consideration described on attached Exhibit A (the “Consideration”) for the creation and/or delivery of the Artwork to Toonlet. The Consideration is exclusive of, and Artist is responsible for, any applicable taxes due as a result of the Consideration.

  2. Ownership.

    1. Artist Artwork. Artist will retain all ownership right, title and interest, including any copyright interest, in and to the Artwork, including all Artwork Elements. Notwithstanding the license granted to Toonlet in Section , Artist may continue to use the Artwork in other works, both commercial and non-commercial. For example, if Artist wishes to insert a background (an Artwork Element) that Artist created for Toonlet into the graphic novel they’re working on, they should be free to do, without seeking Toonlet’s permission.

    2. User Artwork. The Users will retain all ownership right, title and interest, including any copyright interest, in and to any the User Artwork, including, but not limited to, derivative works of the Artwork. Artist hereby conveys to each User any right, title and interest in and to the User Artwork arising from use or incorporation of the Artwork Elements. Toonlet will receive a perpetual, non-exclusive, worldwide, royalty free license to use the User Artwork in accordance with Toonlet’s End User Agreement.

  3. License.

    1. Grant. Artist hereby grants to Toonlet a perpetual, worldwide, royalty free license to use the Artwork as described in this Agreement and to specifically exercise the following rights: (a) to copy, reproduce, publicly perform and display, prepare derivative works of, modify, and distribute the Artwork in any manner, form, or medium and by all means or media now known or later developed by and through the Toonlet Site or any successor or related website; (b) to allow Users of the Toonlet Site to copy, reproduce, publicly perform and display, prepare derivative works of, modify, and distribute the Artwork Elements in any means provided for on the Toonlet Site.

    2. Cooperation. The parties each agrees to promptly execute whatever documents required, and to otherwise cooperate with the other, to confirm or perfect each party’s rights granted in this Agreement.

    3. No Other Licenses. Artist shall not grant further licenses or sublicenses in the Artwork to third parties without the prior written consent of Toonlet. In addition, Artist will not sell, transfer title, license or grant any other interest in the Artwork to any competitor of Toonlet. The license granted in Section  includes the right to access the Artwork at all reasonable times in order to create any number of reproductions. The license granted in this Section  includes a license under all copyright registrations and any copyright applications with respect to the Artwork.

  4. Moral Rights. Artist hereby waives any rights that Artist may have in any jurisdiction to any moral rights of “droit moral” with respect to the Artwork, and confirms that Toonlet may reasonably require Artist to revise or alter the Artwork or any Artwork Element, or engage a third party to perform such revisions or alterations, to allow the Artwork be used in accordance with this Agreement.

    1. Retention of Rights. Artist retains all rights not otherwise granted to Toonlet pursuant to Section ; provided, however, Artist may not sublicense or transfer such rights to any entity at any time without Toonlet’s prior written consent.

  5. Term and Termination. This Agreement will commence upon the date set forth above on the first page of this Agreement and shall continue perpetually, unless earlier terminated by either party as set forth below. Either party may terminate this Agreement upon material breach by the other party that remains uncured for a period of 120 days after receipt of written notice specifying the material breach with particularity. Notwithstanding termination by either party, ownership set forth in Sections  and shall remain in full force and effect. Toonlet shall continue to own all rights in the User Artwork and Artist waives any right to hinder or obstruct such use by Toonlet or Users by and through the Toonlet Site.

  6. Limited Warranty.

    1. Right to Grant License. Artist represents and warrants that it has the right and power to grant the rights set forth in this Agreement and that there are no other agreements with any party in conflict with such grant.

    2. Ownership of Content. Artist represents and warrants that the Artwork is the unique and original work of Artist and that all Artwork is clear of any claims or encumbrances, and does not infringe upon the rights of any third parties, including any copyrights or other intellectual property and/or proprietary rights.

  7. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. TOONLET’S MAXIMUM LIABILITY SHALL NOT EXCEED THE FEES PAID BY TOONLET TO ARTIST FOR THE ARTWORK. ALL SUCH LIABILITY SHALL TERMINATE ONE (1) YEAR FROM THE DATE OF OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM, IF NOT SOONER TERMINATED.

  8. General.

    1. Confidentiality. Each party agrees that it shall not disclose the Confidential Information of the other to third parties, nor use the Confidential Information of the other party for any purpose other than as required to perform the terms and conditions of this Agreement. For the purpose of this Agreement, “Confidential Information” shall include any information received from either party in whatever form under or in connection with this Agreement that is marked confidential, including but not limited to communications and records, information related to a party’s business, future business, products, intellectual property, technology, designs, specifications, research, personnel, business practices, and methods and financial status. The provisions of this Section  shall bind the parties during the term of this Agreement and for a period of five years from the date of its termination or expiration. Notwithstanding anything in this Section  to the contrary, all use and disclosure restrictions for Confidential Information that is a trade secret shall continue until the Confidential Information is no longer a trade secret.

    2. Nonassignment. Neither party may assign its rights or delegate its duties under this Agreement without the other’s prior written consent.

    3. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

    4. Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

    5. Governing Law. This Agreement will be governed by the laws of the State of Oregon without application of Oregon conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Artist irrevocably consents to the exclusive jurisdiction of the state and federal courts in Portland, Oregon, for any action, suit, or proceeding in connection with the System or this Agreement. The prevailing party in a suit shall be entitled to reimbursement for its costs and expenses, including any costs incurred in collecting overdue payments and attorneys’ fees at trial and on appeal.

    6. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by a writing signed by an authorized representative of both parties.

    7. Attorney Fees. In the event of any litigation between the parties to declare or enforce any provision of this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties, in addition to any other recovery and costs, reasonable attorney fees incurred in such litigation, in both the trial and in all appellate courts.

This Agreement shall be effective as of the date set forth on the first page of this Agreement when signed by the authorized representatives of each party below.

Toonlet, Inc.

 

 

 

By: Craig Schwartz                        Title: President/CEO

By:         toonlet users                              Title:

EXHIBIT A

DESCRIPTION OF PACKS AND CONSIDERATION

  1. A typical toonlet art pack consists of 17 different layers of art assets, comprised of 35 individual elements each., as outlined in the Toonlet Production Process Overview document. The artist may elect to produce a smaller pack, but should produce a sizable complement of core elements as outlined in the toonlet Production Process Document included here and located on the toonlet website.

  2. The artist shall not be paid for use of their art pack on the toonlet .