This Agreement is made between: PARTIES: (1) Scarlett O'Hara S.L. whose office is situated at Apt 29, Alfas Del Pi, 03580 Alicante, Spain (the 'Distributor') And (2) (the 'Supplier') please add your name, company name and address here
RECITALS:
(A) The 'Supplier' owns the copyrights to the photographic images or videos and/or has the right to distribute the photographic images or videos. (B) The 'Distributor' sells photographic images or videos to third parties and or operates adult entertainment web sites. (C) The 'Supplier' wishes to enter an agreement with the 'Distributor' to allow the 'Distributor' to distribute on a non exclusive basis photographic images or videos owned or distributed by the 'Supplier'.
OPERATIVE PROVISIONS:
1. INTERPRETATION In this Agreement the following words shall bear the meaning & terms ascribed to them:"IMAGES" shall mean the photographic images or videos, in digital format (inclusive of all electronic formats) owned or distributed by the 'Supplier' as supplied to the 'Distributor' by the 'Supplier'. "PRODUCT" shall mean the digitised images/videos that have been catalogued by the 'Distributor' for distribution in the form of electronic media, including but not limited to CD & DVD "INTELLECTUAL PROPERTY" shall mean all patents, copyrights, registered designs, design rights, trade marks, or other industrial or intellectual property rights having application in respect of the Product and applications for any of the foregoing.
2. GRANT OF LICENSE In accordance with this Agreement, the 'Supplier' grants the 'Distributor' a non-exclusive license to use, display and sell the product. Under no circumstances may the Product be resold, leased, rented or otherwise made available to other web-site masters, companies, organisations or any other third party, unless agreed in writing by both parties. The licence becomes effective as from the date both parties have signed the agreement. The licence is not restricted by 'time limited-usage'.
3. PROMOTIONAL: The 'Supplier' grants the 'Distributor' free use of the "PRODUCT" for promotion and advertising of the their website, E.G with promotional codes offered in exchange for advertising.
4. PAYMENT OF ROYALTY Revenue generated by the 'Distributor' will be paid into the distributor's bank. The' Distributor' will pay to the 'Supplier' 50% of the net receipts; during the 2nd week following the calendar month the monies are received by the 'Distributor'. Payment to the 'Supplier' will be made by bank transfer to the supplier's bank as separately advised.
5. MODIFICATIONS The 'Distributor' may if deemed necessary perform processes in order to create the best product from the images as supplied. Apart from modifications, alterations and uses contained herein the 'Distributor' may not modify or change the Product unless the prior written consent of the 'Supplier' is obtained. The 'Distributor' may crop the image to size or change the file format. The 'Distributor' may place URL's and/or phone numbers on images for the purpose of advertising, but may not under any circumstances claim ownership or copyright of the Intellectual Property. The 'Distributor' may use the Product for banners and other advertising material and is permitted to scale and/or make thumbnail versions of images.
6. TRANSFER OF RIGHTS This agreement shall be binding on any successors of the parties. The 'Distributor' does not have the right to assign its interests in this Agreement to any other party, other than extending the rights for use to 3rd parties, as described above, unless prior written consent is obtained from the 'Supplier'.
7. INTELLECTUAL PROPERTY The 'Supplier' retains all rights, titles & ownership of 'The Product'. The 'Supplier' hereby authorises The 'Distributor' to use the Intellectual Property on or in relation to the Products for the purposes only of exercising its rights and performing its obligations under this Agreement. The 'Distributor' shall not make any modifications to the Product or their packaging, or alter, remove, or tamper with any identification or other markings, numbering, codes used on or in relation to Products or packaging associated with the Product except as expressly stated herein.
8. WARRANTY Notwithstanding anything to the contrary in this Agreement, The 'Distributor' shall not be liable to The 'Supplier' by any reason of any representation or implied warranty, condition or other term or any duty at law, or under the express terms of this agreement, for any consequential loss or damage whether for loss of profit or otherwise and whether occasioned by the negligence of the 'Distributor' or its employees or agents or otherwise arising out of, or in connection with any act or omission of the 'Distributor' relating to the processing of the Product, their use by the' Distributor' or their use by any customer of the 'Distributor'.
9. NOTICES Any notice to be given under this Agreement shall be in writing and shall be deemed duly given if left at or sent by fax or registered or recorded delivery post to the address set out in the head of this Agreement, or to such other address of which notice in accordance with and expressly referring to this clause is given. Any such notice shall be deemed to be served at any time when the same is left at the office of the party to be served or when the same notice would have reached the address in the normal course or if served by post or courier by the sixth day (excluding Saturday & Sunday), following the day of sending/posting.
10. PROPER LAW AND JURISDICTION This Agreement shall be governed exclusively by the laws of the Communitat de Valencia, Spain and shall be deemed to have been made in the Province de Alicante, Spain. The 'Supplier' confirms, all models are eighteen years of age or over. All appropriate records, including model release and photo ID's are supplied to the 'Distributor'. The 'Distributor' holds the 'Supplier' harmless for any legal issues relating to the distribution of the material as it relates to all laws and regulations for adult entertainment as set forth in the country, state or county of the 'Distributor' and the 'Distributor' has assumed full responsibility for the determining what images are suitable for use in the community of the sites. The 'Supplier' warrants the Product is fully copyrighted and this Agreement warrants these images free of intellectual property violations.
11. ENTIRE AGREEMENT This agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement is deemed effective and binding immediately the Product is used by the 'Distributor'. Providing the Product is not used and is returned to the 'Supplier' within twenty (20) days of receipt, this Agreement becomes non-effective. If any provision(s) of these terms and conditions is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with other provisions remaining in full force and effect.
Dated this day. 1st of August 2008
Scarlett O'Hara S.L.
Susan E. Caron
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