Tri Arts Project, the Licensee, wants to obtain, and the Licensor has agreed to grant, a license authorizing the use of the Artwork by the Licensee. The parties therefore agree as follows:

1. GRANT OF LICENSE:

The Licensor hereby grants to the Licensee a nonexclusive, nontransferable license to exercise the following rights in the Artwork, in all media (including electronic, print, video, audio, and any other technology now known or that may be developed in the future):

signage, advertisements, classes and events, distributed informational packets, newsletters, periodicals; to distribute copies of, display publicly, or use in any advertising the Artwork for a period of 2 years from the date the agreement is signed.

2. RESTRICTIONS:

The license granted in Section 1 is subject to and limited by the following restrictions:

a. Limited Use. The permissions granted to the Licensee under this agreement apply only to the uses and purposes stated and the Licensee may distribute, publicly display, or use in any advertising the Artwork only under the terms of this agreement. The Licensee may not sublicense the Artwork. Any use that is inconsistent with the limited license provided in this agreement will be a violation of the Licensor’s copyright and subject to copyright law.

b. No Modification. The Licensee may not modify, copy, distribute, display, reproduce, publish, license, create derivative works from, sublicense or transfer the Artwork obtained from the Licensor in any way not specifically granted in Section 1 above with the prior written consent of the Licensor.

c. Limitations on Transfer. The permission hereby granted is not transferable, not exclusive, and applies only to Artwork controlled by the Licensor and not to any artwork reproduced or incorporated by the artist in the Artwork.

d. No Other Work. The Licensor grants no other right or license to the Licensee, either expressed or implied, with respect to any other copyright or other intellectual property right owned, possessed, or licensed by the Licensor.

3. NO ASSIGNMENT OR TRANSFER

The rights granted to the Licensee by this agreement are license rights only and nothing in this agreement constitutes an assignment or exclusive license of the Licensor’s rights in the artwork. The Licensor retains ownership of the copyright in the Artwork, and all rights not expressly granted in this agreement.

4. CREDIT AND SAMPLES.

The Licensee shall fully acknowledge in every copy of the Artwork distributed, publicly displayed, used in any advertising, or appearing in a periodical, either on the copyright page or as a footnote on the page on which the Artwork begins, the credit line as indicated below:

5. FEES.

By signing this agreement, the Licensor agrees to no monetary compensation for the use of Artwork in line with the defined uses defined in this agreement.

6. DELIVERY OF ARTWORK.

The Licensor will provide the Artwork in an appropriate format from which the Licensee can produce the Artwork for the purposes described in this agreement.

7. OWNERSHIP AND USE OF ARTWORK.

a. Ownership of Artwork. The Licensee acknowledges that the Licensor is the owner of the Artwork and of all associated federal registrations and pending registrations, and the Licensee shall do nothing inconsistent with that ownership. The Licensee may not claim ownership rights to the Artwork, or any derivative, compilation, sequel or series, or related work wonder or used by the Licensor. Nothing in this agreement gives the Licensee any interest in the Artwork other than the right to use them in accordance with this agreement.

b. Validity of Registrations. The Licensee admits the validity of ownership, all copyrights for Artwork and associated registrations and acknowledges all rights possibly acquired by the Licensee because of its use of the Artwork shall inure to the sole benefit of the Licensor. This subsection does not entitle the Licensor to any of the revenues from the licensee’s permitted uses under this agreement.

8. REPRESENTATIONS.

The Licensor hereby represents that:

a. the Licensor is the sole owner of all interest in the Artwork;

b. the Licensor has the right to grant permission for the use of the Artwork as specified in this agreement;

c. the Artwork is original, is not in the public domain, and does not contain anything that is obscene;

d. the Licensor has not transferred, exclusively licensed, or encumbered the Artwork or agreed to do so;

e. the Licensor is not aware of any violation, infringement, misappropriation of any third party’s rights or any claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) by the Artwork;

f. the Licensor is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement; and

g. the Licensor was not acting within the scope of employment of a third party when conceiving, creating, or otherwise performing any activity with respect to the Artwork purportedly licensed in Section 1.

9. INDEMNIFICATION.

The Licensor agrees to be liable for, indemnify,and defend the Licensor and its staff harmless from any and all liabilities, suits, obligations, fines, damages, penalties, claims, charges and expenses (including, without limitation, attorneys' fees and disbursements) that may be imposed upon or incurred by or asserted against any of the Indemnitees arising out of or related to terms of this agreement. Further, it is a condition of this agreement that the the Licensee assumes no liability for liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including, without limitation, reasonable attorneys' fees and disbursements) to either Persons or property on account of the same.

10. TERMINATION.

a. Termination Procedures. The agreement will terminate immediately, without notice, if:

i. the Licensee attempts to transfer any of the rights granted to the Licensee in connection with this agreement without obtaining Licensor’s prior written consent;

ii. the Licensee uses the Artwork in a manner not expressly permitted by this agreement;

iii. no reproduction of Artwork is published within two years of the effective date of this agreement;

iv. a reproduction of Artwork is published and remains out of print for a period of 2 years; or

v. the copyright and acknowledgement notices are not printed as specified in Section 4.

b. Effect of Termination.

All rights granted by this agreement, including the Licensee’s right to use the Artwork, shall end on termination of this agreement. On termination of this agreement, the Licensee shall promptly discontinue all further use of the Artwork from the date of termination forward, including new uses and entering into agreements for new uses. However, the Licensee may fill existing orders and continue to distribute or sell existing copies that include the reproduced Artwork for a period of two years. The Licensor shall have the right to verify the existence and validity of the existing orders and existing copies of the reproduced Artwork then in stock on reasonable notice to the Licensee.

11. GOVERNING LAW.

a. Choice of Law. The law of the state of Colorado governs this agreement (without giving effect to its conflicts of law principles).

b. Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Douglas County, Colorado.

12. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

13. COUNTERPARTS; ELECTRONIC SIGNATURES.

a. Counterparts. The parties may execute this agreement in any number of counterparts, each which is an original but all of which constitute one and same instrument.

b. Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

14. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

15. NOTICES.

a. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, or demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified, postage prepaid, return-receipt requested), nationally recognized courier, facsimile, or email.

b. Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Licensee:
Tri Arts Project
PO Box 828, Castle Rock, CO 80104
askTAP@triartsproject.org

c. Effectiveness. A notice is effective only if the party giving notice complies with subsections a and b and if the recipient receives the notice.

16. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

17. ENTIRE AGREEMENT.

This agreement constitutes a final agreement of the parties. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness, and this agreement shall supersede and prior contemporaneous communications, negotiations, and agreements between the parties related to the subject matter of this agreement.

18. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated associated with that party’s signature) will be deemed the date of this agreement.

Each party is signing this agreement on the date stated opposite the party’s signature: