This Agreement is by and between The City of Calgary
(“The City”) you (the “Assignor”)
You, the Assignor, must agree to the all of the
(1) In this Agreement, the
following definition applies: “Artwork” means original photographs
photographed and produced by the Assignor and submitted by the Assignor to The
City for The City’s use on The City’s Web Site or other City displays.
(2) A reference to words
including singular number include plural number and vice versa.
2. Assignment. Assignor irrevocably
assigns to The City a non-exclusive, royalty free, perpetual, transferable,
world-wide license to use, reproduce, modify, edit, adapt, publish, translate,
create derivative works from, distribute, promote and display the Artwork in any
media format and through any media channels. Assignor irrevocably
waives all moral rights to the Artwork (as defined in the Copyright Act, R.S.C.,
1985, c. C-42, as amended or replaced).
3. Consideration. The
City will evaluate the Artwork for use by The City.
Warranties and Indemnity.
(1) Assignor represents and
warrants to The City:
- Assignor is either at least 18 years of age, or possesses legal
parental or guardian consent, and is fully able and competent to enter into the
terms and conditions of this Agreement and comply with these terms and
- Assignor is the exclusive owner of all right, title and
interest in the Artwork, including all intellectual property rights and all
privacy and publicity rights, and has obtained appropriate written releases from
any and all identifiable individuals appearing in the Artwork and from any
individuals who have provided any content for the Artwork;
- The Artwork is free of any liens, security interests,
encumbrances or other exclusive licenses;
- The Artwork does not infringe the rights of any person or
entity and is not obscene, defamatory, threatening, an invasion of privacy,
objectionable, or infringing of intellectual property rights of third parties,
does not consist of or contain software viruses, and does not violate any policy
of The City;
- There are no claims, pending or threatened, with respect
to the Assignor’s rights in the Artwork;
- Assignor is not subject to any other agreement, judgement
or order inconsistent with the terms of this Agreement;
- This Agreement is valid, binding and enforceable in
accordance with its terms.
(2) Assignor agrees and
- It retains ownership of the Artwork;
- It will allow its
name to appear as contributor of the Artwork, and where applicable, for the
disclosure and use of such information in connection with the promotional
activities of The City;
- It has not used a false email address, impersonated any person or
entity, or otherwise mislead The City as to the origin of the
- The City has no obligation to copy, publish, display, edit or
otherwise use the Artwork;
- The City is not obligated to prevent and does not have any
liability for un-authorized copying, publishing, displaying or any other use of
- The City does not guarantee any confidentiality with
respect to the Artwork;
- The City will not return the Artwork;
- The City has sole and absolute
discretion to select, reject or remove the Artwork for its use.
(3) Assignor will indemnify The
City against any loss, injury or damage (including any related legal costs or
expenses properly incurred) occasioned by The City as a consequence of any
breach by the Assignor of the representations and warranties in clauses 4(1) and
- Governing Law: This Agreement is governed
by the laws in force in the Province of Alberta and Canada.
Assignor submits to the exclusive personal jurisdiction and venue of the
courts located in Calgary, Alberta. The United Nations Convention
on Contracts for the International Sale of Goods will not apply.
- Severability: If any provision of
this Agreement is held by a court to be unlawful, invalid, unenforceable or in
conflict with any other law or regulation, it is to be severed so that the
validity and enforceability of the remaining provisions are not affected.
- Entire Agreement: This
Agreement contains the entire understanding and agreement between Assignor and
The City with respect to its subject matter.
- Agreement to Perform Necessary
Acts: Assignor agrees to perform any further acts and
execute or deliver any documents that may be reasonably necessary to carry out
the provisions of this Agreement.
BY SELECTING “YES. I AGREE” BELOW, I, THE ASSIGNOR, AGREES TO
ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND I ACKNOWLEDGE THAT FAILURE TO
READ THE TERMS AND CONDITIONS WILL STILL RESULT IN A BINDING