This Agreement is between Niehus Artfirm, LLC, a Texas limited liability company having an address at 13155 Noel Road, 24th Floor, Dallas, TX 75240 (“Archival”), and you, the Content Contributor. This Agreement sets out the rights and responsibilities of both Parties when you submit media (“Submitted Media”) to Archival. Submitted Media shall refer to all works you submit to Archival, including without limitation writings, photographs, video footage, audio records, paintings, sculptures, artwork, letters, communications and interviews. Please read and review the following terms carefully. By clicking “I agree” below, you are indicating that you accept these terms and intend to be legally bound by this Agreement.


1. Representations and Warranties

You represent and warrant to Archival to that you are the owner of the Submitted Media, or licensee with the right to sublicense in accordance with this Agreement, and otherwise have the lawful authority to grant Archival the rights and permissions contained herein.

You represent and warrant that the Submitted Media does not contain any illegal or illicit material that might prevent Archival from publishing the Submitted Media in the United States or online. You further represent and warrant that the Submitted Media does not infringe the intellectual property or other right of any third party, including copyright, trademark, patent, trade secret, moral rights, right of privacy, right of publicity, and intrusion upon seclusion. You represent and warrant that you have not obtained the Submitted Media under circumstances that give rise to a duty for you or Archival to protect its secrecy.

You further represent and warrant that the Submitted Media does not contain any content that is defamatory to any third party.

You represent and warrant that the Submitted Media is authentic, and has not been forged, altered, or falsified.


2. License to use Submitted Media

You hereby grant Archival a perpetual, irrevocable, world-wide license to use the Submitted Media, including copying, publishing and distributing the Submitted Media, publicly performing and displaying the Submitted Media, preparing derivative works based on the Submitted Media, and including the Submitted Media in collective works. This license includes the right to sub-license. The license shall be non-exclusive and royalty-free, except as described in Section 3.


3. Profit-sharing

You agree that Archival’s license under this Agreement shall always allow for Archival to use the Submitted Media without any payment to you.

Archival may, in its sole and unfettered discretion, determine that your Submitted Media eligible for profit-sharing, whereby Archival may use the Submitted Media in connection with publications, performances, or displays which are not offered to the public for free. If Archival makes the determination that the Submitted Media is eligible for profit-sharing, then you agree to negotiate in good faith with Archival regarding the amount of any royalty or percentage of profits that Archival will pay to you.


4. Indemnity

You hereby agree to indemnify and hold harmless Archival, including its agents, directors, employees, affiliates, vendors, distributors, contractors, parent and sister companies, owners, and agents, from any and all harm, including economic loss, attorney’s fees, and damages, resulting from your breach of this Agreement, including without limitation breach of the warranties in Section 1.


5. Privacy Policy

The Parties agree that Archival shall, at all times while this Agreement remains in force, maintain an updated Privacy Policy that reflects what information Archival collects from you and how Archival may use that information. You agree that Archival may update the Privacy Policy from time to time, and you may opt out of any changes to the Privacy Policy by notifying Archival in writing at the address given above. If such notice is actually received by Archival within thirty (30) days of a given change to the Privacy Policy, Archival shall continue to safeguard your information under the unchanged terms of the Privacy Policy. Notice under this section must identify you and identify the changes to the Privacy Policy that you opt out of. Notice shall only be effective to opt out of those current changes that are identified. You may not opt out of future changes to the Privacy Policy.


6. Termination

You agree that the provisions of Sections 2, 3 and 7 shall survive any termination of this Agreement, including termination by breach, except that breach by you of any term or warranty herein may suspend Archival’s obligation to make payments under Section 3.


7. Miscellaneous

This Agreement shall be interpreted under the laws of the State of Texas, without respect to conflict of laws. The Parties agree that jurisdiction and venue are proper in the state and federal courts in Dallas, TX. This Agreement constitutes the entire understanding of both Parties, and all prior and contemporaneous communications are expressly superseded by the terms herein. Both Parties represent that, in making this Agreement, they are relying solely on the terms within the four corners of this Agreement. If any provision of this Agreement shall be found illegal or unenforceable, the remainder of this Agreement shall continue in force. You agree that no joint venture, partnership, or employment relationship exists between you and Archival as a result of this Agreement. Archival’s failure or delay in enforcing any provision of this Agreement, at any time, shall not waive or limit Archival’s right to enforce that provision in the future, nor any other provision herein.