Digital Download and Usage License Agreement

This DIGITAL DOWNLOAD AND USAGE LICENSE AGREEMENT

   becomes effective on the day the Purchaser (the "Licensee") purchases Digital     Art from the Dreamblueart.com e-commerce store for download,

  and is made BETWEEN

            the owner of Dreamblueart.com (the “Artist”)

                   AND:

            the Purchaser (the “Licensee”)

WITNESSES THAT WHEREAS the Artist is the creator and exclusive owner of certain paintings, drawings, maps, charts, plans, photographs, engravings, sculptures, works of artistic craftsmanship, architectural works, digital files and compilations of artistic material, herein referred to as “Artistic Works”, and all Intellectual Property Rights therein;

AND WHEREAS the Artist wishes to licence the Artistic Works to the Licensee in accordance with the terms and conditions set out in this Agreement - referred to "Licensed Artistic Works" ;

AND WHEREAS the Licensee has read and agrees to all conditions set forth in this Agreement before executing the purchase;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Artist and the Licensee (together the “Parties” and each a “Party”), the Parties agree and covenant as follows:

1.Definitions and Interpretation

   1.1 The definitions for words and terms not otherwise defined in the body of this Agreement are found in SCHEDULE “A” appended to this Agreement.

   1.2 The general provisions set forth in SCHEDULE “A” are hereby incorporated into and form a part of this Agreement.

2. License

   2.1 “Licensed Artistic Works” mean certain products using Artistic Works to create and be exhibited by the Licensee pursuant to the terms of this Agreement, and described in "SCHEDULE A". Licensed Artistic Works include, but are not limited to, computer digital art files downloaded and accessed by Licensee and by the use of third party software.

   2.2  As fully described in SCHEDULE A, the Artist grants to the Licensee a non-exclusive, non-transferable, personal licence during the Term to: 

   a. create a product for personal use using the Licensed Works to create products not to exceed the reproduction quantities stipulated in SCHEDULE  A;

    b. exhibit the Licensed Artistic Works on the Licensee's Web Site or at the Licensee’s physical premises by means of servers, computers and peripherals;

    c. permit Licensee employees access the the Licensee's Web Site to make copies of the Licensed Artistic Works for personal use only, on CD, DVD, MP3 or any other electronic file format now known or hereafter invented;

    e. use Licensed Artistic Works in conjunction with the Artist’s name to promote the Licensed Works; and

     f. make one (1) copy of each Licensed Artistic Work for archival purposes.

3. Non-Permitted Uses

   3.1 Save as permitted by this Agreement, the Licensee shall not exercise any of the rights granted to a copyright owner under the Copyright Act (Canada). If the Licensee wishes to make use of a new Licensed Artistic Work for a purpose other than as permitted under this Agreement, the Licensee shall request, negotiate, and enter into a separate Digital Data Licence from the Artist permitting such use at a fee to be negotiated. 

   3.2 The Licensee agrees and covenants that the licence granted by this Agreement shall guarantee the Licensed Artistic Works shall be attributed to the Artist in accordance with this Agreement and the Licensee agrees to place any reasonable watermarks or other digital imprints on the Licensed Artistic Works as required by the Artist and at the sole discretion of the Artist.

4.0 Intellectual Property

   4.1  The Artist retains all Intellectual Property Rights in and to the Artist Works used in the Licensee's Licensed Artistic Works and can use the Licensed Artistic Works for any personal or promotional purposes it chooses within the terms of this Agreement.

   4.2 The Artist reserves all moral rights in the Licensed Artistic Works. The Licensee acknowledges that the Artist has not waived any moral rights in the Licensed Artistic Works. The Licensee shall not alter or merge any Licensed Artistic Works in any other computer file or software without the prior written consent of the Artist.

   4.3  The Artistic Works and Licensed Artistic Works are protected under Canadian and international copyright law and may not be downloaded, reproduced, distributed or otherwise used except for personal, noncommercial purposes, without the express written consent of the Artist. The Artist possesses the exclusive right to produce, reproduce, publish, perform, exhibit, transmit or retransmit the work by telecommunication, create derivative works, sell, rent, offer for sale or rent, exhibit by way of trade, or distribute the Artistic Works in whole or in part. It is unlawful to exercise any of the above rights or to alter or modify the Licensed Artistic Works except as outlined in Schedule A without the prior written consent of the Artist. Anyone violating the Artist’s rights may be subject to legal action or criminal prosecution.” DIGITAL ART LICENCE AGREEMENT – 2010 – © CARFAC SASKATCHEWAN Page 4 of 11 7.

5  The Artist represents and warrants that:

    a. the Artist is the sole author of the Artistic Works; 

    b. the Artistic Works are original and do not infringe any existing Intellectual Property Rights of a third party;

    c. the Artist is the exclusive owner of the rights conveyed to the Licensee;

    d. the Artist has full power and authority to licence the Licensed Artistic Works;

    e. the Artist has not previously assigned, pledged or otherwise encumbered the rights granted to the Licensee.

6   Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct in performance of its obligations under this Agreement.

SCHEDULE A

In the event of a discrepancy between SCHEDULE A and the DIGITAL DOWNLOAD AND USAGE LICENSE AGREEMENT, the latter shall take precedence. 

Schedule A references the word “Item” which is used interchangeably in the DIGITAL DOWNLOAD AND USAGE LICENSE AGREEMENT as "Licensed Artistic Works" to describe a license to use the Artist's digital art by the Licensee. 

Each Item is non-exclusive, non-transferable, and non-sublicensable.  A purchased Item can be used for print purposes only. The Item cannot be re-sold in digital format.  At the time of purchase, the Licensee chooses and pays for a specific reproduction or printed usage quantify based on the following categories.

-  Licensee may create a product with or using the Licensed Artistic Product and sell a value-add "printed product" to others at quantities that fall within the limits of the Category that was purchased by the Licensee. 

-  Licensee is permitted to personalize its own product that uses Item  (I.E.: by adding personal name or other descriptive text).

-  Licensee cannot alter or modify the digital nature of the Item at any time.

-  Licensee cannot resell the Licensed Artistic Works in original, altered, printed, or any variation form beyond what is stipulated by this Agreement.