This Image Licensing Agreement (“Agreement”) is entered into as of the date below (“Effective Date”) between Dust II Onyx, Inc., a Florida corporation (“Dust II Onyx”), and you (“you” or “your”), individually a “Party” and collectively the “Parties”. This Agreement governs your use of intellectual property owned or licensed by Dust II Onyx.
THE PARTIES AGREE AS FOLLOWS:
LICENSE
On the Effective Date, Dust II Onyx grants you a revocable, non-exclusive, non-assignable, non-sublicensable, worldwide, and royalty free right and license to use images depicting Dust II Onyx ’s products, such as Dust II Onyx : A Melanated Tarot Deck and Vade Mecum or Dust II Onyx artwork and merchandise (“Depicting Image”), together with Dust II Onyx's name for the purposes of promoting your business on your website or social media channels, provided that you adhere to the requirements below (“License”). Any use by you of a Depicting Image outside of your website or social media channels, such as magazine editorials or articles, requires Dust II Onyx’s prior written consent.
USE OF THE LICENSE
You may use the License only if you can form a binding contract with Dust II Onyx. If you are accepting this Agreement and using the License on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the License only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
UPDATES
Dust II Onyx reserves the right to update or modify this Agreement at any time by providing notice to you in any reasonable form, including email. Your continued use of the License after any such notice constitutes your agreement to follow and be bound by the Agreement as changed.
CREDIT
In return for the License, you shall provide credit for the Dust II Onyx with any use of a Depicting Image, including all past uses, in the following ways:
Credit on Website. Any use on your website must be accompanied by a legible credit containing the type of product by Dust II Onyx and Dust II Onyx’s name (for example, “Tarot cards by Dust II Onyx”) and a link to Dust II Onyx’s website (https://www.dust2onyx.com/) in at least ten (10) point font.
Credit on Social Media. Any use on your social media channels must include the hashtag “#dust2onyxtarot” in the comment section of the post, and tag “@dust2onyxtarot”.
DUST II ONYX’S PROPERTY
Dust II Onyx’s business name and products (“Property”) are subject to trademark, service mark, trade dress, copyright, or other intellectual property rights or licenses held by Dust II Onyx. No right, title, or interest in any Property is transferred to you as a result of the License.
NON-DISPARAGEMENT
Your use of the License shall not disparage or harm Dust II Onyx, Dust II Onyx’s rights in its Property, or Dust II Onyx’s ability to sell, license, or otherwise use its Property.
INDEMNITY
You agree to indemnify Dust II Onyx against any claims, damages, losses, costs, liabilities, and expenses, including attorneys’ fees and costs incurred in the settlement or avoidance of any such claim, resulting from or arising in connection with your breach of this Agreement.
TERMINATION
Either Party may terminate this Agreement at any time by providing written notice to the other Party. Upon termination, the License will be revoked and you shall no longer use images depicting Dust II Onyx’s Products. Notice may be delivered by email.
NO AGENCY
Nothing in this Agreement will be deemed to create any association, partnership, employment, joint venture, or agency relationship between the Parties, and the Parties will not have the right or authority to create any obligations of any kind, make any representation or warranty on behalf of the other Party, or to bind the other Party in any respect.
ATTORNEYS’ FEES
The prevailing Party in any dispute regarding this Agreement is entitled to recover reasonable attorneys’ fees, costs, and expenses incurred with respect to such dispute and in any appeal.
MISCELLANEOUS
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understanding, whether written or oral. You shall not transfer or assign this Agreement or any right or obligation of this Agreement without the prior written consent of Dust II Onyx. Except as provided in this Agreement, no term or condition of this Agreement may be amended or deemed waived, except by a writing signed by the Parties that refers to this Agreement. If any term or part of a term of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. This Agreement will be governed by and construed in accordance with the laws of the state of Florida, without regard to conflict of laws principles. Any claim arising out of this Agreement, including tort claims, must be resolved in Hillsborough County, Florida.
