This Agreement is by and between Saddle Hills County (“The County”) and you (the “Assignor”)
You, the Assignor, must agree to the all of the following:
- Interpretation.
(a) In this Agreement, the following definition applies: “Artwork” means original photographs photographed and produced by the Assignor and submitted by the Assignor to The County for The County’s use on The County’s Web Site or other County displays or marketing material.
(b) A reference to words including singular number include plural number and vice versa.
- Assignment. Assignor irrevocably assigns to The County a non-exclusive, royalty free, perpetual, transferable, world- wide license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, promote and display the Artwork in any media format and through any media channels. Assignor irrevocably waives all moral rights to the Artwork (as defined in the Copyright Act, R.S.C., 1985, c. C-42, as amended or replaced).
- Consideration. The County will evaluate the Artwork for use by The County.
- Representations, Warranties and Indemnity.
(a) Assignor represents and warrants to The County: (i) Assignor is either at least 18 years of age, or possesses legal parental or guardian consent, and is fully able and competent to enter into the terms and conditions of this Agreement and comply with these terms and conditions;
(ii) Assignor is the exclusive owner of all right, title and interest in the Artwork, including all intellectual property rights and all privacy and publicity rights, and has obtained appropriate written releases from any and all identifiable individuals appearing in the Artwork and from any individuals who have provided any content for the Artwork;
(iii) The Artwork is free of any liens, security interests, encumbrances or other exclusive licenses;
(iv) The Artwork does not infringe the rights of any person or entity and is not obscene, defamatory, threatening, an invasion of privacy, objectionable, or infringing of intellectual property rights of third parties, does not consist of or contain software viruses, and does not violate any policy of The County;
(v) There are no claims, pending or threatened, with respect to the Assignor’s rights in the Artwork;
(vi) Assignor is not subject to any other agreement, judgment or order inconsistent with the terms of this Agreement;
(vii) This Agreement is valid, binding and enforceable in accordance with its terms.
(b) Assignor agrees and confirms:
(i) It retains ownership of the Artwork;
(ii) It will allow its name to appear as contributor of the Artwork, and where applicable, for the disclosure and use of such information in connection with the promotional activities of The County;
(iii) It has not used a false email address, impersonated any person or entity, or otherwise mislead The County as to the origin of the Artwork;
(iv) The County has no obligation to copy, publish, display, edit or otherwise use the Artwork;
(v) The County is not obligated to prevent and does not have any liability for un-authorized copying, publishing, displaying or any other use of the Artwork;
(vi) The County does not guarantee any confidentiality with respect to the Artwork;
(vii) The County will not return the Artwork;
(viii) The County has sole and absolute discretion to select, reject or remove the Artwork for its use.
(c) Assignor will indemnify The County against any loss, injury or damage (including any related legal costs or expenses properly incurred) occasioned by The County as a consequence of any breach by the Assignor of the representations and warranties in clauses 4(a) and 4(b).
(d) General
(i) Governing Law: This Agreement is governed by the laws in force in the Province of Alberta and Canada. Assignor submits to the exclusive personal jurisdiction and venue of the courts located in Calgary, Alberta. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
(ii) Severability: If any provision of this Agreement is held by a court to be unlawful, invalid, unenforceable or in conflict with any other law or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
(iii) Entire Agreement: This Agreement contains the entire understanding and agreement between Assignor and The County with respect to its subject matter.
(iv) Agreement to Perform Necessary Acts: Assignor agrees to perform any further acts and execute or deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
