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***Price Per Photo
SKETCHES AND INK AGREEMENT
DATE: EFFECTIVE THE DATE THE ORDER IS PLACED
Agreement between: Sketches and Ink and The Customer (The Client).
Sketches and Ink shall deliver to the Client computer generated or hand generated artwork, as determined by the Client, on an as requested basis.
Sample pieces will be sent digitally via email to The Client and final art will be sent via (www.wetransfer.com) to The Client’s email address (indicated on the receipt).
Upon receiving the project’s Product Information Sheet, The Client has 1 business day to approve, disapprove, or request any revisions.
In consideration of the order set forth above and by the terms and conditions below, The Client and Sketches & ink agree as follows:
1. Revision and Alteration.
The Client may require Sketches & ink to perform up to two (2) separate series of alterations or revisions (i.e., touch-ups and modifications) for each piece at no additional cost to The Client. Without limiting the foregoing, The Client may edit, revise, touch-up, adapt and /or combine with other material, the Works (as defined below) or any part thereof. If The Client disapproves the design, The Client must give a written notice to Sketches & ink before any alterations are started. Once The Client requests alterations, The Client agrees and gives Sketches & ink permission to complete the design.
A. All rights, title and interest in and to all Pieces (aka works in progress, or portions of works in progress) while being produced by Sketches & ink during the term of this Agreement in the performance of services hereunder, tangible or otherwise, with the exclusion of the original Piece which will remain the property of Sketches & ink. The completed works (referred to hereafter as “the Works”) shall become and remain the sole and exclusive property of The Client, including any copyrights therein. The parties expressly acknowledge that the Works were specially ordered or commissioned by The Client for inclusion in The Client’s products and further agree that the Works will be considered Works made for hire within the meaning of the copyright laws of the United States and that The Client is entitled, as an author, to the copyright and all other rights therein throughout the world including, but not limited to, the right to make such changes in and such uses of such works as it may determine, together with all rights to reproduce such Works. Sketches & ink will not have or claim to have any right of any kind whatsoever in the Works, and Sketches & ink hereby agrees to execute any documents necessary to perfect the transfer of all rights, title and interest in and to the Works toThe Client or to appoint The Client as its attorney in fact to execute documents on his behalf.
B.The Client’s rights in the Works shall include, without limitation: (i) the unrestricted and exclusive reproduction rights throughout the world, without name credit, for whatever purposes; (ii) the unrestricted and exclusive rights, to create a “derivative work” and/or “compilation” based upon the Works as such terms are defined under Article 101 of Title 17 of the Code; (iii) the exclusive right throughout the world to protect the Work, including the right to secure registrations and renewals of any copyrights; (iv) the right to alter, retouch, amend or otherwise modify the Works in any way; (v) the right to license, distribute, assign or transfer any rights, title, interest in and to the Works or otherwise dispose of the Works or any portion thereof for any purpose whatsoever; and (vi) all subsidiary rights.
The Client shall have the right to use, sell, give away or otherwise distribute the works and the Products at any time during and after the term hereof, in any manner and for any purpose. Without limiting the foregoing, it is understood and agreed that any particular Piece may be used by The Client in any manner and /or in connection with any Product(s).
4. Sketches & Ink’s Warranty and Indemnity.
A. Sketches & ink warrants and represents that: (i) Sketches & ink has the legal right, authority and capacity to enter into this Agreement, to grant to The Client the rights granted herein, and to render the services described herein; (ii) all Pieces shall be wholly original work of Sketches & ink (and if not, has obtained all necessary consents); (iii) Sketches & ink shall be the sole creator of the ideas, designs and drawings submitted hereunder; (iv) there shall have been no publication or any other use of the Pieces or any part thereof; (v) Sketches & ink has the sole and exclusive right to dispose of each idea, design or drawing depicted in the Pieces; (vi) neither the Pieces nor any part thereof shall be in the public domain, the ideas, designs or drawings depicted in the Pieces do not infringe on any rights, whether tangible or intangible, of any third parties: and (vii) Sketches & ink shall grant no right, license, or privilege with respect to any use of the Pieces or any part thereof.
B.Sketches & ink agrees to indemnify and hold harmless The Client, its members, officers, directors, employees, agents, affiliates and assigns from and against any claim, demand, action, damage, loss or recovery (including reasonable legal costs and attorneys’ fees) arising out of or relating in any way to Sketches & ink’s breach of any warranty or representation made herein, or any other matter arising out of or relating in any way to Sketches & ink’s design or illustration of the Pieces.
Sketches & Ink agrees (i) not to make any oral, written or visual disclosure of any of the Pieces to any third party (ii) to only use the Pieces for the benefit of The Client and (iii) not to provide the same Piece(s) or designs to any third party in any manner so as to compete with The Client or that promotes any individual, entity, product or service that may compete with The Client. Sketches & Ink agrees further that this Agreement and the contents hereof constitute a confidential business relationship between the parties.
6. Termination of the Agreement.
The Client shall have the right to terminate this Agreement immediately without prejudice to any other rights or remedies which it may have, upon the occurrence of any of the following events: (i) Sketches & Ink breaches any of the representations, warranties and obligations of the Agreement; (ii) Sketches & Ink discontinues their business as it is now conducted; or (iii) Sketches & Ink commits any act or becomes involved in any situation or occurrence which, in good faith termination of The Client, brings Sketches & Ink in public disrepute, scandal, or shocks or offends the community, or derogates from the public image or reflects unfavorably upon The Client or any of The Client’s products. The termination as defined herein shall be made by written notice to Sketches & Ink.
7. Force Majeure.
In the event Sketches & Ink is unable to complete the performance of its obligations under the terms of this Agreement due to circumstances beyond its control, including, without limitation, by reason of “acts of God”, fires, strikes, accidents, embargoes, riots, floods, earthquakes, wars, or governmental rulings, Sketches & Ink shall be relieved from all executory obligations hereunder.
8. Governing Law: Jurisdiction.
This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any dispute arising in connection with the construction, operation or enforcement of the provisions of this Agreement or the application and validity thereof shall be brought in a court of appropriate jurisdiction in San Diego County, California. Sketches & Ink and The Client hereby consent to the jurisdiction of any such court within San Diego County, California.
A. This Agreement constitutes the entire agreement between the parties and supersedes any and all agreements, letters of intent and negotiations, whether oral or written, between the parties in respect of the subject matter hereof.
B. This Agreement does not constitute and shall not be construed as constituting an employment relationship, partnership, joint venture or agency between The Client and Sketches & Ink. Sketches & Ink shall not have any right to obligate or bind The Client in any manner whatsoever.