By purchasing artwork from Wild Hemlock, you agree to the following copyright license agreement for said artwork.

This Copyright Licensing Agreement (the “Agreement”) is made as of January 1st, 2020 (the “Effective Date”), by and between Wild Hemlock (the “Licensor”) and the art Customer (the “Licensee”).

Recitals

Licensor owns all proprietary rights in and to the copyrightable and/or copyrighted works as available on the online store WildHemlock.Com, incorporated herein by reference, and hereinafter collectively known as the “Work”, and has the exclusive rights to license to others the right to produce, copy, make, sublicense, or sell the Work.

Licensor owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.

Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by the Licensee in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows:

1. Grant of License

Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Work in the Licensee’s personal use only, and for no other purpose whatsoever without the express written permission of the Licensor. Licensee shall not sell or distribute the Work in any way. Any other use made by the Licensee shall only occur upon the receipt of prior written approval from the Licensor.

Licensee shall not sell, grant sub-licenses, or distribute the Work in any way without the prior express written approval of the Licensor. Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work.

2. Ownership of the Work

Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all associated federal intellectual property registrations and pending registrations, as applicable, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensee agrees not to make similar derivatives of the Work. Licensee admits the validity of all copyrights for the Work and all associated intellectual property registrations, and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Work shall inure to the sole benefit of Licensor.

3. Terms and Termination

This Agreement shall commence as of the Effective Date and shall continue in full force and effect for the duration of the lifetime of the copyright, a minimum date of January 1st, 2095.

Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising for this Agreement shall cease to exist.

4. Fees

Licensee agrees to pay Licensor a one time payment of the Work’s retail price upon execution of this Agreement.

5. Use of the Work

Licensor shall have control of the quality of use of the Work and the quality of any goods and/or services sold under or related to the Work. The Work may only be used by the Licensee as decorative artwork in their personal space, home, office, or business. The Licensee has the right to use a printing service to print personal copies of the work. The Licensee does not have the right to violate the Agreement with these personal copies or any copies.

The Work may not be used for advertisements, packaging, product displays, or as/in a product, or any other retail activity, for-profit or not-for-profit. The Work may not be shared on the internet or other electronic means.

Licensee shall provide the Licensor, upon the Licensor’s request, with representative samples of how the Licensee is using the Work. If, at any time, any use of the Work fails to conform to the Licensor’s requirements, Licensor may provide the Licensee notice of said failure. Licensee shall sure said failure within fourteen days from the date of such notice. In the event that said failure is not cured within the period described in the preceding sentence, Licensor may then terminate this Agreement immediately, and non-conforming copies of the Work must destroyed or promptly submitted to Licensor. If this requirement is not met, the Licensor shall seek indemnification.

6. Indemnification

Licensor has the right, but not the obligation, to obtain and maintain federal intellectual property registration of the Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. The Licensee shall not infringe or dilute the Work.

In the event that Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Work, Licensee shall cooperate fully with Licensor. Licensee has no right to enforce the Work through litigation. Licensor retains the right to control litigation.

7. Assignment

This Agreement (including, without limitation, the license granted hereunder) is personal to the customers of the online store WildHemlock.Com. The Agreement cannot be transferred to any third party. Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title, and interest in the Work without the consent of the Licensee.

8. Notices

Any notice, demand, or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered via the Contact form on the Wild Hemlock website.

Licensor:
Wild Hemlock
Contact Form

Any such notice shall be effective when received.

9. Arbitration

Licensor retains the right to subject all disputes arising from this Agreement to binding arbitration. In such an event, upon consent of both parties, one arbitrator will be selected by each party and a third selected by the two arbitrators. The Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Pennsylvania without regard to the conflicts of laws rules thereof, and any arbitration shall be brought in the Commonwealth of Pennsylvania using Pennsylvania Arbitration Laws.

10. Independent Business Partnership

Licensor and Licensee are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents or the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

11. Miscellaneous

This Agreement constitutes the entire agreement and understanding of the Licensor and Licensee with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidence by an instrument in writing signed by the party against whom enforcement thereof is sought.

If any provision of this Agreement, or application of such provisions to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.

The Licensee executes this Agreement when the Licensee purchases the Work from Wild Hemlock.