The following is your artist’s agreement (the “Agreement”) with the
Billboard Art Project.
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.
the Billboard Art Project, a Virginia non-profit corporation.
means a digital billboard on which the Image will be displayed.
Rights” means, collectively, the rights to copy, prepare
derivative works, distribute, perform publicly, display, and
perform by means of a digital audio transmission.
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.
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.
“Claim” means, collectively, lawsuits, actions, complaints,
claims, assertions of liability (whether oral or written), losses,
damages, liabilities, awards, costs and expenses.
Property” means all intellectual property rights and includes
patentable inventions, copyrights, trade secrets, trademarks,
service marks, certification marks, and moral rights.
mean, collectively, you and BAP. Each is a “Party.”
a display of Image(s) on a Billboard arranged by BAP.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
Here are some non-exclusive examples of BAP Publicity Purposes:
BAP may publish
your Image on its website.
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).
BAP may publish
your Image in still images (e.g., photographs) or videos, such as
in promotional materials, such as posters, postcards, and
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.
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
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:
Your Image might
be accompanied by music;
Your Image might
not reproduce or display exactly as the original; and
Your Image might
be cropped if it doesn’t precisely fit BAP’s dimension
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
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.
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
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.
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.
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
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.
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.
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
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.
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.
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.
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.
The headings in this Agreement are only finding aids. They shall
not be considered in interpreting this Agreement.
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.
This Agreement shall not be interpreted based upon any rule of
construction against the drafter.
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.