copyright license agreement · 2.2 licensee retains all rights to packaging designs and trade...

Lawcutor.com [email protected]

COPYRIGHT LICENSE AGREEMENT

This Copyright License Agreement (the ‘Agreement’) is made and entered into as of 28

June,2020 (the ‘Effective Date’) by and between Sophisticated & Ubiquitous Arts Architecture

(herein called “the licensor”) andFantasy Hirst (herein called “the Licensee”), the licensor here

deals with the making of maps and all other sophisticated works (i.e. architectural work) both at

digital and normal way and the licensee here is another fantasy architecture that provides online

maps for your dream architectural work and deals with other numerous artworks and other

works.

RECITALS

WHEREAS the Licensor owns all rights in and to the Artwork and retains all rights to the Artwork

that are not transferred herein, and retains al common law copyrights and all federal copyrights

that have been, or that may be granted by the Republic of India; and

WHEREAS,the Licensor owns all proprietary rights and to numerous copyrightable work,

generally describe as fantasy architecture designs and products, all of which are displayed and

viewable at www.s&uaa.comor upon request from licensor, (hereinafter the ‘Work’), and has the

exclusive right to license others to produce, copy, make, or sell the work.

WHEREAS, the licensor has the exclusive right to license others to produce copy, make, or sell

the Artwork;

WHEREAS,Licensee desires to obtain, and Licensor has agreed to grant, a license

authorizing the use of the work by Licensee in accordance with the terms and conditions of this

agreement.

Now, therefore, for and in consideration of the premises and the mutual covenants and

agreements hereinafter set forth and other good and valuable consideration, as set forth herein,

Licensor and Licensee agree as follows:

1. Definitions

http://www.s&uaa.com/


Whenever used in this Agreement with an Initial capital letter, the terms defined I this Articl1 1,

whether used in the singular or the plural, will have the meanings specified below.

1.1 “Terms & Termination” means the term of this Agreement as set forth in the Section

6.

1.2 “Derivation Work” means any derivative works as determined under copyright law

created by Licensee in accordance with the terms of this agreement.

1.3 “Sub License” here can be granted as in the specified in the agreement here.

1.4 “Licensed work” means the numerous copyrightable works, generally described as

licensor products, all of which are displayed and viewable at their respective website.

2. Grants of License

2.1 Licensor hereby grants to Licensee, in accordance with the terms and conditions of this

Agreement, a (non)-exclusive, non-transferrable license to use the Work in the course of its

business and to otherwise copy, make, use and sell the Work, and for no other purpose. Licensee

may copy and sell the Work in accordance with the terms set forth below, for general advertising

materials and point of sale displays, advertising, and other promotional materials for the Work.

Further, Licensee may use the Work in conjunction with an Internet site for the advertisement

and sale of the Work as described herein, but shall not otherwise advertise or sell internationally

without the written permission of Licensor. Any other use shall be made by Licensee only upon

the receipt of prior written approval from Licensor.

2.2 Licensee retains all rights to packaging designs and trade dress, for the promotion,

marketing and sale of the Work which Licensee develops, creates, purchases or otherwise owns.

2.3 Licensee shall not grant sub-licenses without the prior written approval of Licensor

2.4 Licensee hereby accepts such license and agrees that Licensee shall not use the Work except

in accordance with the terms and conditions of this Agreement. Licensee acknowledges and


agrees that the license granted herein is non-exclusive and that Licensor may license others to

use the Work subject to any limitations set forth herein.

3. Ownership of the work

Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all

associated federal registrations and pending registrations, and Licensee shall do nothing

inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights

to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used

by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title,

or interest in the Work other than the right to use the same in accordance with this Agreement.

4. Development and Commercialization

4.1 Diligence Licensee shall use reasonable efforts to develop, copy and use the licensed

work, and launch them into the commercial market as forth mentioned in this agreement or by

any other means permitted by the terms of this agreement.

4.2 Sub License Licensee shall not grant any rights whatsoever that is non-exclusively

conferred to him by licensor as defined in this agreement, licensor grants the license to

licensee on a non-exclusive and non-transferable basis as aforementioned in Exhibit 2.1

4.3 Commercialization Licensee shall not in any condition is able to copy or reproduce or

use anything from the website that is already copyrighted by the Licensor and there is grant of

non-exclusive license with non-transferable rights.

5. Consideration for Grant of License

5.1 Licensor accepts as consideration for this agreement the non-exclusive, non-transferable

benefits licensor may receive in response to Licensee’s nonexclusive use of the copyrighted

materials and Licensee’s obligations under this Agreement. Licensee accepts as consideration

the License granted by licensor.

5.2 Licensee represents and warrants to Fantasy Hirst that, upon issuance of the shares and

upon issuance of any dilution shares;The clause here refers that on the instance of issuance of


licensee the license here represents that they have sufficient shares in the market and if they

acted in derogation of any of the conditions then the shares might be at stake for damages and

henceforth the agreement stand cancelled as set forth in terms and condition mentioned in

section 6 of this agreement.

5.3 The Licensee shall, during the term of this Agreement, actively promote the sale of

reproductions of the Artworks, and in general shall seek to exercise the rights hereby granted

to the advantage of both parties with the full exclusivity.

6. Terms and Termination

6.1 This Agreement shall commence as of the Effective Date and shall continue in full

force and effect for a period of one year, and shall automatically renew for additional one year

periods, unless either party provides written notice of non-renewal to the other party, not less

than sixty (60) days prior to the expiration of any one (1) year term.

6.2 In the event that Licensee fails to maintain its good corporate standing in the State of

Republic of India if applicable, Licensor, at its sole discretion may immediately terminate this

Agreement.

6.3 In the event that Licensee seeks bankruptcy, either voluntarily or involuntarily,

Licensor may, at its sole discretion, terminate this Agreement. Upon filing for, or being

subjected to bankruptcy, Licensee shall name Licensor as a creditor for all royalties which are

due, or may become due, under the terms of this Agreement.

6.4 In the event that Licensee sells all of its assets to a third party, or otherwise cease to

exist in its current form, Licensor, at its discretion, may immediately terminate this

Agreement.

6.5 Upon termination or expiration of the license granted under this Agreement by operation

of law or otherwise, all rights (including the right to use the Work) privileges and obligations

arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay

royalties to Licensor pursuant to the terms herein.


6.6 Upon termination of this Agreement, Licensor agrees to allow Licensee six (6) months

to cease all use of the Work, including a reasonable time to change labels, packaging and

advertising, and twelve (12) months to deplete existing inventories of goods bearing the

Work. Licensee agrees to discontinue use of the Work, upon termination of this Agreement, as

quickly as practicable, and in no event longer than the time specified herein.

7. Fees

7.1 Throughout the term of this Agreement, and for any renewals or extensions of this

Agreement, Licensee agrees to pay Licensor a one-time royalty of Rs 10,000 /- only.

7.2 Licensee shall pay to Licensor a royalty of five percent (5%) of gross receipts from sale of

the Work (gross receipts is the sale price less any rebate, discount or return actually realized)

or Rs.1000 whichever is greater for each quarter. All remaining royalties are to be paid within

ten (10) days of each quarter ending in the months of March, June, September and December.

7.3 Failure of Licensee to make any payment required under this Agreement when such

payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide

written notice to Licensee of termination of this Agreement for failure to make a required

payment, within thirty (30) days from the due date of the payment.

8. Use of Work

8.1 Licensor shall have control over the quality of use of the Work and the quality of goods

sold under the Work. At the option of Licensor, for all advertisements and packaging of the

Work, Licensee shall (i) display with the Work an approved symbol notifying the consumer of

the copyright and/or trademark rights owned by and licensed within this Agreement. Licensor

will provide to Licensee an approved copyright notice to be prominently displayed on each

copy of the Work published. Licensee agrees to (ii) mark all Work with any reasonable

copyright and/or trademark notices provided by Licensor and (iii) comply with any reasonable

standards promulgated by Licensor that relate to the use of the Work by Licensee.

8.2 Upon execution of the Agreement Licensee shall advise Licensor prior to making any

change or modification to the Work, Licensee shall provide Licensor, upon Licensor’s


request, with representative samples of how Licensee is using the Work, including copies or

examples of how the Work is used on Licensee’s Internet site. If, at any time, any use of the

Work fails to conform to standards set by Licensor, Licensor may provide to Licensee notice

of said failure. Licensee shall cure said failure within thirty (30) days from the date of such

notice, or such longer period as may be reasonably necessary to cure said failure, so long as

Licensee is diligently pursuing the cure. In the event that said failure is not cured within the

period described in the preceding sentence, Licensor may then terminate this Agreement

immediately. If Licensor fails to approve any modifications or changes to the Work within ten

(10) days of Licensee advising Licensor of the proposed changes, Licensor’s approval shall be

deemed to have been granted.

8.3 Upon termination of this Agreement for any reason, Licensee shall be entitled to sell,

distribute, or otherwise dispose of any existing inventory of the Work, but shall otherwise

discontinue immediately all use of the Work or any publication confusingly similar thereto,

cooperate with Licensor in applying to the appropriate authorities to cancel recordation, if

any, of this Agreement from all government records, and destroy all printed materials related

to the Work; and all rights in the Work and the goodwill appurtenant thereto shall revert to

and remain the property of Licensor.

9. Indemnification

9.1 Licensee shall fully indemnify, defend, and hold harmless Licensor from and against

any and all claims, losses, damages, expenses, and liability -- other than those for

infringement, including without limitation, suits arising from offering, promoting, advertising,

sale, or use by Licensee, or any of its authorized sublicenses, of the Work, whether or not such

use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or

liability does not arise from the negligence of Licensor.

9.2 Licensor shall fully indemnify, defend, and hold harmless Licensee from and against

any and all claims, losses, damages, expenses and liability, including claims of copyright

infringement, arising from Licensee’s authorized use of the Work. Licensor does not agree to

indemnify Licensee for claims of copyright infringement or trade dress infringement directed


to the appearance or design of the packaging and advertising for the Work which has been

created, or is owned, by Licensee.

9.3 Licensor has the right, but shall not be obligated, to maintain federal registration of the

Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the

Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and

extent of such infringement or dilution. Licensor has no obligation to take any action

whatsoever in the event that any infringement or dilution occurs with respect to the Work, but

Licensor shall have the sole right to determine whether any action shall be taken. In the event

Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an

infringement or dilution of the Work, Licensee shall cooperate fully with Licensor, but

Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce

the Work through litigation without prior written authorization of Licensor. In any legal action

arising from use, or ownership rights of the Work, where both Licensor and Licensee are co-

parties, Licensor retains the right to control the litigation, including any and all settlement

negotiations.

10. Insurance

Upon the reasonable request of Licensor, Licensee agrees to provide to Licensor proof of

general liability insurance, in any minimum amount which is required by the State in which

Licensee is incorporated. Said insurance policy shall provide coverage to any third party for

injuries claimed to arise from the products advertised and sold by Licensee which relate to the

Work and shall also contain a general advertising liability clause, insofar as such clause is

allowed by Federal or State law. The insurance policy shall provide coverage to Licensee for

indemnification of Licensor under the terms of Paragraph 6 herein.

11. Arbitration

All disputes arising from the terms of this Agreement may be subjected to binding arbitration

upon consent of both parties, with one arbitrator selected by each party, and a third arbitrator

selected by the two chosen arbitrators. This Agreement shall be governed by and construed in


accordance with, the laws of the State of Missouri without regard to the conflicts of laws rules

thereof and any arbitration shall be brought in Missouri using Missouri laws.

12. Validity of works

Licensee admits the validity of all copyrights for the Work and all associated registrations and

acknowledges that any and all rights that might be acquired by Licensee because of its use of

the Work shall inure to the sole benefit of Licensor, provided that this Paragraph 7 shall not

entitle Licensor to all or any portion of the profits or revenues from Licensee’s permitted uses

hereunder, except for the fees described in Paragraph 7.

13. Representation and Warranties

13.1The licensor warrants that he or she is the creator of the original Artworks; that all

rights, including the copyright, in the said works are vested exclusively in with the licensor;

that the licensor has full right and authority to enter into this Agreement; and that the use of

the Artworks in the manner envisaged by this Agreement will not to the knowledge of the

Licensor infringe the rights of any third party. The Licensor further indemnifies the Licensee

against all costs demands claims and proceedings arising in connection with a breach of this

warranty. The provisions of this clause shall survive termination of this Agreement.

13.2 Licensee represents and warrants that it will comply with the set forth condition and

terms that are mentioned in this agreement.

13.3 Licensor gives no rights and makes no warranties with regard to the use of names,

trademarks, logos, registered, unregistered or copyrighted designs or works of art depicted in

any Licensed Material. Further, Licensor makes no representation or warranty as to the

accuracy of any information provided with the Licensed Material.

13.4 Subject to the restrictions and limitations contained in Licensor’s web site, the Invoice,

or under this Agreement, Licensor warrants that it has sufficient rights to grant to Licensee the

limited license under this Agreement and as further described in the accompanying Invoice.

Additionally, Licensor warrants that the digital copy of the Licensed Material (i.e. Artwork of

sophisticated and ubiquitous art) provided by Licensor to Licensee will be free from defects


(but not visual artifacts inherent in the original Image) for ninety (90) days following delivery;

and, Licensor will as Licensee’s sole and exclusive remedy for Licensee’s inability to use an

Image and at Licensor's sole discretion, provide Licensee with a replacement of the digital

copy of such Image; provided that Licensee has not made any licensed use of the Image.

While Licensor makes efforts to use accurate caption information, Licensor does not warrant

that caption information is accurate. Licensor provides Licensee with its online system on an

"as is" basis. Licensor makes no other warranty, express or implied regarding any Licensed

Material, its online systems, its web site, or any rights or licenses under this Agreement

including, without limitation, any implied warranties of merchantability or fitness for a

particular purpose.

14. Limitation of Liabilities

14.1. Except for any liabilities which cannot by law be excluded or limited, licensor shall

not be liable to license or any other third party claiming through or license for direct, indirect,

incidental, special or consequential damages or lost profits arising out of, or relating to the use

or inability for licensee’s use of the licensed material, whether framed as a breach of contract,

warranty of merchant/ ability, Tittle, non-infringement, or fitness for a particular purpose, in

tort, in contract, failure of essential, purpose, or otherwise. In no event shall licensor’s liability

for licensee’s use of any licensed material provided here under exceed the amount invoiced to

licensee for the use of that licensed material.

15. Time of Performance

15.1FORCE MAJEURE: Neither party shall be considered in default in the performance of its

obligations hereunder if such performance is prevented or delayed because of war, hostilities,

revolution, civil commotion, strike, lock-out, epidemic, accident, fire, wind, catastrophic event or

flood or because of any law, order, proclamation, regulation or ordinance of any government or

of any subdivision thereof or because of any act of God or any other cause beyond the reasonable

control of the party affected (“Force Majeure Event”); provided that the affected party shall have

used its best efforts to avoid such condition and, provided further, that notice of such Force


Majeure Event is given by the affected party to the other within five (5) days of said Force

Majeure Event. Should one or both of the parties be prevented from fulfilling their contractual

obligations because of a Force Majeure Event lasting continuously for a period of at least six (6)

months, the parties shall consult with each other regarding the future implementation of this

Agreement. The parties agree to use their best efforts to minimize any delays and/or losses, if

any, resulting from such Force Majeure Even

15.2 SEVERABILITY CLAUSE: Any provisions of this Agreement which are prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining provisions hereof, and any

such prohibition or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.Henceforth,if one or more of the

provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity

and enforceability of the remaining provisions shall not be affected. Any such provisions will be

revised as required to make them enforceable.

16. Miscellaneous

16.1 This Agreement constitutes the entire agreement and understanding of the parties with

respect to the subject matter hereof, superseding any and all prior agreements, understandings,

negotiations, and discussions. No amendment, alteration, modification, or waiver of this

Agreement shall be binding unless evidenced by an instrument in writing signed by the party

against whom enforcement thereof is sought.

16.2 In the event it becomes necessary for either party to file a suit to enforce this Agreement

or any provisions contained herein, and either party prevails in such action, then such

prevailing party shall be entitled to recover, in addition to all other remedies or damages,

reasonable attorney’s fees and court costs incurred in such suit.

16.3 If any provision of this Agreement, or the application of such provision to any person

or circumstance shall be held invalid, the remainder of this Agreement, or the application of

such provisions to any other persons or circumstances, shall not be affected thereby.

https://www.lawinsider.com/clause/severability-clause


16.4 This Agreement may be executed in several counterparts, each of which shall be

deemed an original, but all of which shall constitute one and the same document

16.5 Notice: Any notice, demand or request required or permitted to be given under the

provisions of this Agreement shall be in writing and delivered personally or by registered or

certified mail, return receipt requested, with postage prepaid and addressed to the following

persons and addresses, or to such other addresses or persons as any party may request by

notice in writing to the other such party:

Licensee: Fantasy Hirst

231 National Avenue.

Opposite to royal enclave, Dalandhar

Aryavrat.

Licensor- Sophisticated & Ubiquitous Arts Architecture,

710 W 7th Street

Opposite to Sai Resort, Dalandhar

Aryavrat.

Any such notice shall be effective when received.

16.6 Independent Business Relationship:Licensor and Licensee are independent contractors

and are not and shall not be construed as joint ventures, partners, employer/employee, or

agents of the other, and neither shall have the power to bind or obligate the other, except as set

forth in this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date

first above written.


Licensor Licensee:

By: ______________ By: ____________

Sophisticated & Fantasy Hirst

Ubiquitous Arts Architecture

Time: ______________ Time: _____________

Exhibit A

MOSONOMITTA ARCHITECTURE ARTWORK SERIES

The Mosonomitta architecture artwork map series is a flagship artwork for architectural works

that is designed by the licensor here, licensor here grants a non-exclusive license of copyrighted

work to the license for appropriate use on the aforementioned said terms and conditions. The

work is about the design of modern architect that one can utilize with a tinge of artwork for

modern construction to reshape their houses and other things, the prime essence of copyrighted

license and transfer of same is of the artwork that has been a the original work of licensor. The

work is a set of different artworks that comprises of Artwork for new architectures, successful

process of already made artworks and much more.

Some of the pictures of the work are attached herewith from the entire series of aforementioned

work.

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