BILLBOARD ART PROJECT

Artist Application

120 words or less. This will appear on the website and may not be changed after submitting this application.
 

Artist’s Image Submission Agreement

The following is your artist’s agreement (the “Agreement”) with the Billboard Art Project.

  1. Definitions.

    1. “Artist” means the person who is the author of the Image (e.g., the person who composed the Image). In this agreement, “you,” “I” and similar terms refer to the signer of this Agreement, who also is the Artist unless you are submitting an Image for a Child.

    2. “BAP” means the Billboard Art Project, a Virginia non-profit corporation.

    3. “Billboard” means a digital billboard on which the Image will be displayed.

    4. “Copyright Rights” means, collectively, the rights to copy, prepare derivative works, distribute, perform publicly, display, and perform by means of a digital audio transmission.

    5. “Image” means the art you submit to BAP for possible use by the BAP on Billboards and as otherwise permitted by this Agreement. “Image” is used herein in the singular even though you may be submitting multiple Images. This Agreement applies to all of the Images you submit now and in the future and that you have submitted in the past.

    6. “Child” means a person under 18 years of age and any other person who acts through a legal representative due to partial or total physical, mental or legal incapacity.

    7. “Claims” or “Claim” means, collectively, lawsuits, actions, complaints, claims, assertions of liability (whether oral or written), losses, damages, liabilities, awards, costs and expenses.

    8. “Intellectual Property” means all intellectual property rights and includes patentable inventions, copyrights, trade secrets, trademarks, service marks, certification marks, and moral rights.

    9. “Parties” mean, collectively, you and BAP. Each is a “Party.”

    10. “Show” means a display of Image(s) on a Billboard arranged by BAP.

  2. Copyright Ownership of Image. The Artist retains copyright ownership to his or her Image. This Agreement does not assign copyright ownership of the Image to BAP.

    1. No Copyright Notice on Billboard. Because of artistic reasons and practicality, BAP will not be placing any copyright ownership notice on an Image, either on the Billboard display or elsewhere.

    2. No Individual Copyright Notice Elsewhere. BAP will not be placing anywhere any copyright ownership notice naming any specific copyright owner of an Image. It isn’t practical for BAP to do so because of the volume of artists and Images it processes. BAP will make note on its website that each Image remains the copyright property of its owner, which usually is the Artist.

  3. Talking to the Public or Media about BAP. It is important that BAP be the sole source of information about BAP for the media and public. Misunderstandings about the nature or function of BAP could endanger its ability to carry out its artistic public-service mission. For example, BAP generally must pay for time on Billboards, and false public assertions that Billboard time is donated to BAP could endanger BAP’s ability to buy Billboard time. For these reasons, you agree you will not make any public statements in which you purport to speak on behalf of BAP. Also, BAP asks that you please refer any questions from the media or public about the operation of BAP to BAP.

  4. Authorship and Ownership Promise. BAP must be assured that it is dealing with the person who owns the Image. Thus, except where the Artist is a Child, I represent and covenant that I am the Artist and sole copyright owner of each Image I am submitting.

    1. Acting for Children. Children may not make Image submissions themselves; adults must do so on their behalf. If I am submitting an Image on behalf of a Child, I covenant and represent that the Child is the Artist and copyright owner of that Image, and that I have legal authority or permission to act on that Child’s behalf in this matter. If I am submitting an Image on behalf of a Child, I have full legal responsibility for all terms of this Agreement.

    2. Sampling. If my Image contains any content of which I am not the Artist (e.g., sampling), I represent and covenant that my use of this content is either done with permission of the content owner or is a fair use under law.

    3. Individual Likenesses of Others. To the extent required by law, if my Image contains any likeness of any person other than me, I represent and covenant that I have the permission of that person or, if that person is deceased, I have the permission of that person’s estate.

  5. License to Use Image on Billboards. I hereby grant to BAP a non-exclusive license to exercise each of the Copyright Rights to the Image for use on Billboards.

    1. BAP Alone Decides What Images to Show. BAP has no obligation to select your Image for a Show. BAP chooses Images for inclusion in Shows in its sole discretion. BAP also may chose to remove an Image from a Show at any time. BAP has policies on what types of Images it does not include in Shows. BAP may change those policies at any time. BAP may decline to include an Image in a Show or remove it from a Show even if it complies with BAP’s policies.

  6. License to Use Image for BAP Publicity Purposes. In order for BAP to succeed, it must have broad public exposure and earn revenue to cover the costs of its operation, which is non-profit. Thus, I hereby grant to BAP a non-exclusive license to exercise each of the Copyright Rights to the Image for any and all BAP Publicity Purposes.

    1. “BAP Publicity Purpose” Defined. A “BAP Publicity Purpose” is any use that, in BAP’s sole judgment, promotes, publicizes or advances BAP or that raises funds to help finance BAP.

    2. Examples. Here are some non-exclusive examples of BAP Publicity Purposes:

      1. BAP may publish your Image on its website.

      2. BAP may publish your Image in a wide variety of media, even in media that does not yet exist, for the purpose of publicizing BAP. This includes publication on social media sites (e.g., YouTube, Facebook, Flickr, Vimeo, Twitter, MySpace).

      3. BAP may publish your Image in still images (e.g., photographs) or videos, such as in promotional materials, such as posters, postcards, and brochures.

    3. BAP Doesn’t Control the Web. BAP can’t control the terms of service of places controlled by others where your Image may be used for BAP Publicity Purposes, such as the terms of service for social networking sites. Also, those terms change from time to time. Thus, you understand that any such terms or changes to terms on those sites cannot and will not be controlled by BAP.

  7. Publicity About You. For any Publicity Purpose, BAP may publish the Artist’s name and the short biography of the Artist you provide to BAP. BAP may edit the biography as it deems appropriate. If you provide a picture of the Artist to BAP, BAP may publish that too for the same purposes.

  8. Waiver of Rights Against Art Alteration. Regarding your Image, you hereby waive any “moral rights” or similar rights given under law. A “moral right” essentially is the right of an artist to not have his or her art altered by someone else, even perhaps by a purchaser of that art. There are various reasons why BAP must have this waiver, such but not limited to these:

    1. Your Image might be accompanied by music;

    2. Your Image might not reproduce or display exactly as the original; and

    3. Your Image might be cropped if it doesn’t precisely fit BAP’s dimension guidelines.

  9. Shows are Not Guaranteed. You understand and agree that, even if BAP accepts your Image for a Show, showing your Image in a Show is just BAP’s aspiration and it cannot guarantee anything. There are many factors beyond BAP’s reasonable control that could prevent your Image from appearing in a Show. For example, a Show might have technical difficulties, or it might be cancelled, or it might not run in its entirety, or it might shift to a different time or location (such as a different Billboard in the same area). BAP realizes you may want to see a Show in person that contains your Image, but you agree BAP will not be liable for any travel or other costs incurred to see a planned Show.

  10. BAP Can’t Control Others. You understand and agree that BAP cannot and, thus, will not attempt to control what is done by people who view your Image, either on a Billboard or elsewhere, and that BAP has no responsibility to do so. Among other reasons, BAP does not have the resources to do this. For example, someone might videotape or photograph your Image as it appears on a Billboard or might copy it from a BAP publicity use, such as from YouTube, Flickr or Facebook. If you wish to have action taken against any such unauthorized uses of your Image, that is your sole responsibility.

  11. BAP is Non-Profit. BAP is a non-profit organization. BAP will not use your Image for any for-profit purpose. Yet, in order to enable BAP to advance its mission as much as possible, you agree that BAP may sell copies of your Image within the context of the billboard to earn money to support BAP, and BAP might sell those copies at a price greater than its cost of producing them.

  12. Advertising in Shows. In Shows and for BAP Publicity Purposes, advertising may be interspersed with your Image, but no advertising will be superimposed on your Image. For example, in some Shows, display of Images may be interspersed with advertisements on the Billboard, either because of the policy of the Billboard company or to enable BAP to generate revenue for its operations.

  13. Make No Claims Against the Billboard Company. You agree to not assert any Claim against the owner and/or operator of any Billboard utilized for a Show (e.g., The Lamar Companies). Doing so could cause any such Billboard owner and/or operator to try to pass on liability to BAP. Accordingly, you agree to indemnify and hold harmless BAP and its employees, officers and directors from any Claim made against any of them due to any Claim you make against any such Billboard owner and/or operator, and you agree to pay BAP’s legal fees and costs incurred in defending any such Claim.

  14. No Infringement by You. You agree that you are solely responsible for any liability arising from your Image. You covenant and represent that the Image does not infringe, misappropriate or violate any copyright, trademark, right of publicity, right of privacy, or moral rights, and that public display of your Image will not constitute defamation, slander, libel, or infliction of emotional distress. You agree to indemnify and hold harmless BAP and its employees, officers and directors from any Claim arising out of the character, content or subject of any Image including but not limited to any Claim based upon an Intellectual Property right. You also agree to pay BAP’s legal fees and costs incurred in defending any such Claim.

  15. General Terms.

    1. Choice of Law. This Agreement and the Parties’ relationship shall be governed by and construed under the laws of the Commonwealth of Virginia and applicable federal law, and Virginia’s choice of law rules shall not change this governing law.

    2. Mandatory Jurisdiction. Any Claim asserted pursuant to this Agreement or related to its subject matter may be filed and may be maintained only in either the United States District Court for the Eastern District of Virginia, Richmond Division, in the Circuit Court for the City of Richmond, Virginia, or in the Circuit Court for the County of Henrico, Virginia.

    3. Complete Agreement. This Agreement is the entire agreement of the Parties concerning its subject matter, and it supersedes all prior agreements and representations related to this Agreement’s subject matter.

    4. Limitation on Liability. FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH CLAIM IS BASED UPON CONTRACT OR TORT, IN NO EVENT SHALL BAP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS OR LOST PROFITS OR LOST IMAGES, EVEN IF BAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    5. No BAP Warranty. BAP MAKES NO WARRANITES TO YOU ASIDE FROM ANYTHING STATED EXPRESSLY IN THIS AGREEMENT, AND BAP DISCLAIMS ALL APPLICABLE WARRANTIES IMPLIED BY LAW, IF ANY.

    6. Mediation. For any dispute arising from or related to this Agreement or its subject matter, the Parties shall attempt in good faith to resolve any dispute by mediation and to select a mediator. Whether or not they choose a mediator, they agree that a representative of each Party with authority to settle shall meet together in person at least once to attempt to resolve the dispute before any litigation commences. This meeting will occur in Richmond, Virginia, at a location specified by BAP unless the Parties mutually agree otherwise. A Party may institute litigation immediately if temporary and/or preliminary injunctive relief is needed and sought in such suit.

    7. Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, the remainder of the Agreement will remain in effect.

    8. Headings. The headings in this Agreement are only finding aids. They shall not be considered in interpreting this Agreement.

    9. Waiver. No waiver, by either Party, of any breach by the other Party of any of the terms of this Agreement shall be a waiver of any other breach of the same or other provisions. No such waiver shall be effective unless in writing signed by the waiving Party.

    10. Drafter. This Agreement shall not be interpreted based upon any rule of construction against the drafter.

    11. Amendment of this Agreement. BAP may amend this Agreement by sending to you notice of such amendment, such as by sending such notice to the email address you provided when making the Image submission. Such email notice is effective even if you do not receive it. Any such amendment shall govern the Parties and BAP’s use of your Image from the time of transmission of it by BAP. If you do not agree to BAP’s amendment, you may ask that BAP cease using your Image going forward. In that case, BAP’s rights to use your Image as permitted by this Agreement shall last for 30 days from the date of your notice, and BAP shall have no obligation to stop or undo any usage of your Image existing, planned or obligated as of the date of your notice.