Content License Agreement
For good and valuable consideration, Ink & Espresso LLC and Author agree as follows:
Grant of License. Author grants to Ink & Espresso LLC, for the duration of the Term (as defined in Section 4 below), the right and license to display in digital form the following works supplied by Author: written text, audio, video, illustrations, graphic designs. (the “Materials”) on Ink & Espresso LLC’s web site www.inkespresso.com and via Instagram platform under account @ink_espresso (collectively referred to as the “Site”).
Promotional Use. Author grants to Ink & Espresso LLC the right use Author's name, biographical information, likeness, pseudonym and/or image in connection with authorized uses of the Materials, said information to be supplied by Author.
Credit, Attribution and Linking. Ink & Espresso LLC shall give Author credit in connection with the use of the Materials by identifying Author in conjunction with the Materials as displayed on the Site. Ink & Espresso LLC may also provide on the Site a link to the Author’s web site and to the Materials, to the extent available, on www.inkespresso.com.
Term. The term of this Agreement (the "Term") shall commence upon the date Materials are submitted to Ink & Espresso LLC and will continue until such time as Ink & Espresso LLC determines, in its sole discretion, to remove the Materials or, upon thirty-day written notice by Author of its/his/her intent to terminate the Agreement.
Fees. During the Term of this Agreement, Ink & Espresso LLC shall have use of the Materials on a royalty-free basis.
Proprietary Rights. Ink & Espresso LLC shall be the sole owner of all intellectual property rights in the Site and all materials relating to the Site other than the Materials. Author shall retain all rights with respect to the Materials which are not expressly granted to Ink & Espresso LLC herein and Author may exercise, sell, license, or otherwise dispose of such rights at any time.
Warranties and Representations. Author warrants and represents the Materials are Author's original works, and do not now and will not violate any existing intellectual property rights, including, without limitation, copyright or trade secret or any contractual rights, and that they contain no matter which, if published, will be fraudulent, harassing, libelous, obscene, or a violation of any rights of publicly or privacy, or any law or regulation. Author will fully cooperate with Ink & Espresso LLC in responding to and defending against any third party claim related to the Materials.
Indemnity. Each Party hereto shall indemnify, defend, and hold harmless the other Party, its editors, officers, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that, if true, would constitute a breach of any of the indemnifying Party's representations, warranties, or agreements hereunder.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to its conflicts of laws provisions. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a federal or state court having subject matter jurisdiction located in Franklin County, Ohio.