1.1 The following definitions apply in this Agreement:
This agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference.
A period commencing from the date hereof and continuing indefinately or untill terminated by writen notice by either party.
A visual work executed wholly or in part aimed or controlled by the Artist or a person, firm or corporation in which the Artist has a direct or indirect interest.
The delivery material short particulars of which are contained in schedule 1 and the Publicity Material.
Visual material conforming to the specifications contained in Schedule 1 containing visual material performed by the Artist and any associated audio visual promotional films which shall be of such technical quality as shall be satisfactory to 1love.com in its entire discretion.
Such biographical notes transparencies and audio-visual material in respect of the Artist as may be referred to in Schedule 1 or in the possession of the Artist or required by 1love.com from time to time.
Replications manufactured by 1love.com in any configuration whether now known or in the future invented and which are derived from the Original Artwork.
Making the Reproductions available for distribution and diffusion through the Internet.
In consideration of the undertakings of 1love.com in this Agreement the Artist hereby delivers to 1love.com the Delivery Material.
3 Grant of Rights
3.1 The Artist irrevocably grants to 1love.com the right to exploit the Original Artwork and the Delivery Material and authorise others to do so by any and all means in any and all media and including without limitation the right to manufacture and distribute Reproductions or cause them to be broadcast, diffused, transmitted, downloaded or performed or made available through any digital, optical and magnetic information storage and retrieval systems, on-line, internet electronic or other transmission, and any other device or medium for electronic reproduction, publication, distribution or transmissions whether now or hereafter known or developed or heard in public throughout the Territory during the Contract Period (specifically excluding but limited to Digital Image or Audio Visual formats of Original Artwork and Delivery Material).
3.2 The Artist warrants to 1love.com that all rights and/or consents required pursuant to the Copyright, Designs and Patents Act 1988 Part II or otherwise for the exploitation by 1love.com and its assignees and licensees of the Original Artworks in any and all media by any manner or means now known or invented in the future throughout the Territory during the Contract Period have been irrevocably granted to the Artist.
3.3 The Artist warrants and confirms the irrevocable and unconditional waiver by the Artist and all other persons who have rendered services or are entitled to any moral rights in connection with the Original Artwork of all oral rights to which such persons may be entitled relating to the Original Artwork or their contents pursuant to the Copyright, Designs and Patents Act 1988 Sections 77, 80, 84 and 85 and any other legislation now existing or in future enacted in any part of the world.
3.4 1love.com and its successors assignees and licensees shall have the nonexclusive right to use the Publicity Material throughout the Territory during the Contract Period.
3.5 The Artist confirms and agrees that 1love.com shall have the right to initiate and maintain any and all actions or proceedings which the company in its sole discretion deems necessary in order to establish maintain or preserve any of 1love.com’s rights.
3.6 The Artist undertakes to do any and all acts and execute any and all documents in such manner and at such location as may be required by 1love.com in its sole discretion to protect, perfect or enforce any of the rights granted.
4 Internet Provisions
4.1 For the purposes of the following provisions, the term “Publishing Agreement Rights” shall mean the right during the Contract Period to manage and exploit the products and services of the Artist pursuant to this Agreement by means of the Internet, including, without limitation, the right to establish, maintain and operate webpage(s) or website(s) relating to such products and/or services; the right to authorise webcasts of the Artist’s Performances; the right to exploit camcorder or other video footage of the Artist (“Content”); the right to sell and otherwise exploit Materials on-line and the right to authorise others to exploit such rights on its behalf. It is acknowledged and agreed that elsewhere in this Agreement are provisions relating to such rights and nothing contained herein shall comprise any restriction or diminution of such provisions but shall be subject thereto and shall only be effective as an addition and enhancement thereto as applicable.
4.2 For the purposes of the following provisions, the term “Non-Publishing Agreement Rights” shall mean the non-exclusive right during the Contract Period to manage and exploit by means of the Internet the products of the Artist’s efforts and Artist’s services in all branches of the arts industry (not being Publishing Agreement Rights) including, but not limited to, Internet broadcast and web casting; live/tour information and ticket sales; sponsorship opportunities; the hosting of on-line interviews, chats and competitions featuring or with the participation of the Artist; the advertising and sale of Artist’s branded merchandising; the right to create, maintain and operate website(s) and/or page(s) devoted to or relating to the foregoing and containing links approved from time to time by the Artist (such approval not to be unreasonably withheld or delayed) to other websites/pages relevant to such Non-Publishing Agreement Rights and any other on-line business or enterprise in which the Artist’s reputation may be put to advantageous use. The Artist shall promptly provide to 1love.com free of charge any materials, information, data, footage or news (“Internet Content”) relating to the Non-Publishing Agreement Rights. Not withstanding the non-exclusivity of this grant of rights, the Artist shall not make a general grant of such Non-Publishing Agreement Rights to any third party (as opposed to a grant of individual rights falling within this category of rights).
4.3 The Artist hereby grants to 1love.com the Publishing Agreement Rights and the Non-Publishing Agreement Rights.
4.4 1love.com shall credit the Artist’s royalty balance hereunder with eighty per cent (80%) of any income received by or credited to 1love.com which is directly and identifiably attributable to the exploitation by 1love.com of the Non-Publishing Agreement Rights. The Artist acknowledges and agrees that 1love.com shall be entitled to retain for its own benefit a commission of up to ten per cent (10%) of any sales made by third parties to consumers driven to such third parties’ websites/pages from the Artist’s Site(s), subject to the Company concluding agreements with such third parties in respect thereof.
4.5 The Artist shall procure that 1love.com is entitled to reproduce without charge portions of any Titles published hereunder in the packaging and artwork of Reproductions and Audio Visuals released hereunder and use free of charge any portion of any Controlled Composition embodied in any Audio Material published hereunder in the form of an jpg.file, gif.file and/or mov.quicktime file (or any subsequent equivalent or similar format) on its or any of Company’s Licensed Affiliated’ website(s) or on any of the Artist’s website created by the Company pursuant to this Agreement.
5 Artist’s Warranties and Obligations
As a material inducement to 1love.com to enter into this Agreement the Artist warrants undertakes, and agrees with 1love.com that:
5.1 the Artist is free to enter into this Agreement and is the sole absolute unencumbered legal and beneficial owner of all rights granted to 1love.com.
5.2 the Artist has not entered into and shall not enter into any arrangement which might conflict with this Agreement;
5.3 the Original Artwork the Delivery Material and the Publicity Material shall be original to the Artist and shall not be deemed blasphemous or defamatory of any person;
5.4 the Artist is the “author” of the visual publishings contained in the Original Artwork within the meaning of the Copyright Designs and Patents Act 1988 Section 9 and was at all material times during the making of the Original Artwork a “qualifying person” within the meaning of Section 154 of the Act;
5.5 1love.com shall at all times have absolute discretion as to whether to produce or continue or discontinue the production of artworks and as to the issue distribution and exploitation of Reproductions and the terms and conditions of such distribution the terms of promotion and advertising and all other matters relating to the same;
5.6 1love.com shall at all time have absolute discretion as to the marque or marques on which Reproductions shall be released and to fix or alter the price of such Reproductions in any country in the Territory and be entitled to issue the Reproductions at special low prices or as special budget lines and;
5.7 the Artist undertakes to indemnify 1love.com and keep 1love.com at all times fully indemnified from and against all actions proceedings, claims, demands costs (including without prejudice to the generality of this provision the legal costs of 1love.com on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Artist of any of the Artist’s undertakings warranties or obligations under this Agreement.
6.1 In full consideration of the Artist’s obligations, convenants and promises herein, the Artist share in the exploitation revenue received by 1love.com in respect of sales of the Reproductions of the Artist in all media. The Artist shall receive 80% of all sums received by 1love.com less any necessary, reasonable, proper and directly identifiable expenses incurred by 1love.com.
7 Revenue Accounting
7.1 1love.com shall render to the Artist within 90 days after 30 June in each year any positive statement of account relating to the preceding 12 month period indicating all the Artist’s share due to the Artist in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statements to be owing unless the amount does not exceed twenty United States Dollars ($20), in which case the amount owning shall be carried forward to the succeeding statement of account.
7.2 The Artist expressly authorises 1love.com to deduct and withhold from all sums due to the Artist under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time.
7.3 1love.com shall have the right to retain a reasonable reserve, not to exceed 20% of reported sales.
8.1 Any notice or other document required to be given under this Agreement shall be deemed duly given if left at or sent by post or by telex telegram, cable, facsimile transmission or other means or telecommunication permanent written form to the address of the party receiving such notice as set out at the head of the Agreement as notified between the parties for the purpose of this Clause.
9.1 This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement.
9.2 This Agreement shall be governed by and construed in accordance with the law of England and Wales the courts of which shall be courts of competent jurisdiction.
prepared for 1love.com by
77 Weston Street. London Bridge. London SE1 3RS
For further information relating to this agreement