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Through the acceptance of these terms (“Terms”), for good and valuable consideration the sufficiency and receipt of which I (“Photographer”) hereby acknowledge, I hereby grant to Artifact Uprising, a Colorado limited liability company (together with its affiliates, “Site”), the non-exclusive, worldwide, irrevocable, perpetual, transferable, sublicensable, fully paid-up right to reproduce, publish, perform and display (publicly or otherwise), transmit, distribute, modify, and otherwise use and display the materials identified on Exhibit A hereto (the “Content”) in any media (now known or hereafter developed) within the scope of use, as defined below:
I agree that Site will have sole discretion in determining the extent and manner of use in accordance with the scope of use selected, and that Site is not obligated to use, the Content, Likeness or Materials. I hereby waive any right of inspection or approval of the uses of the Content and Materials.
I represent and warrant that (1) all Content is original and was created by me; (2) I have the right and authority to accept these Terms (and if Photographer is a company, the undersigned is authorized to accept these Terms on behalf of Photographer and to bind Photographer as set forth in these Terms) and grant to Site the rights granted hereunder without the need for further consideration or any assignments, releases, consents, permissions or other rights not yet obtained; and (3) the Content, Likeness and Materials, and Site’s exercise of its rights under these Terms, will not violate, infringe or interfere with any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right, publicity or privacy rights, contract rights or other rights of any third parties. If requested by Site, I agree to obtain, or assist Site in obtaining, an executed release from any of the subjects in any of the Content.
I will indemnify, defend and hold harmless Site and its officers, directors, employees, agents, affiliates, successors, assigns and designees from and against all actions, claims, losses, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with the Content, Materials or Likeness, or Site’s use thereof, or my actual or alleged breach of these Terms.
Site MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Site’S AND ITS REPRESENTATIVES’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. Neither Site nor any of its directors, officers, employees, consultants, agents, licensors, designees, suppliers or other representatives (“Representatives”) will be liable for any indirect, special or consequential damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, arising from or relating to these Terms, even if Site or its Representatives are expressly advised of the possibility of such damages. The foregoing limitation of liability and exclusion of certain damages will apply regardless of the failure of essential purpose of any remedies available to either party.
The acceptance of these Terms supersedes all prior agreements, written or oral, between Site and Photographer with respect to the subject matter hereof, and may only be amended by a written agreement signed by both Artifact Uprising and Photographer. If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. Site may assign its rights and obligations under these Terms to a third party without the consent of Photographer. These Terms will be governed by, and construed and enforced in accordance with, the laws of the State of Colorado, without regard to principles of conflicts. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms may be brought against any of the parties only in the federal or state courts in the State of Colorado, County of Denver and each of the parties consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other.
By accepting these Terms you agree that you have read, understand, and hereby agree to them voluntarily and willingly.