Copyright, Warranties & Indemnities

As part of the consideration for J. Kloud Entertainment, LLC’s rights under this Agreement, J. Kloud Entertainment, LLC forbears all proprietary ownership of any Service-Item(s) [Artwork, Graphic Work, Text Work, etc.] generated for the customer. All intellectual property rights in all Service-Item(s) generated by J. Kloud Entertainment, LLC vest in the customer immediately upon fixation in any tangible medium. This includes, without limitation, submitted work that is not chosen by the customer for further development or use. Additionally, J. Kloud Entertainment, LLC retains the right to display the works in any form they wish for the purpose of their professional portfolio or other demonstrative medium with the condition that the works-made-for-hire are properly annotated with relation to Your Project/Commission and related parties. Additionally J.Kloud Entertainment, LLC would require that the name of the artist(s), illustrator(s), and/or designer(s) that provided your works-made-for-hire be given proper credit within the printed documentation or your Project/Commission – be it on each individual relevant item or within a singular easily visible/accessible location.

  1. COPYRIGHT

It is understood and agreed that Service-Item(s) is being developed by J. Kloud Entertainment, LLC for the sole and exclusive use of the customer, which shall be deemed the sole and exclusive owner of all right, title, and interest of the Service-Item(s), including all copyright, trademark, patent, trade secret, and other proprietary rights relating thereto. All Service-Item(s) generated by J. Kloud Entertainment, LLC under this Agreement, and all Service-Item(s) generated in connection with Your Project/Commission, shall be considered Works-Made-for-Hire under U.S. Copyright Laws, and be exclusively owned by and for the benefit of the customer. Customer’s ownership interest in Service-Item(s) developed under this Agreement vests immediately upon creation of such Service-Item(s), extends globally, and shall be enforced under U.S. law and all relevant foreign equivalents. Absent an agreement to the contrary, no attempts by J. Kloud Entertainment, LLC to obtain ownership of the Service-Item(s) shall be valid or enforceable against the customer.

Customer has the right to use or not use the Service-Item(s), and to use, reproduce, re-use, alter, modify, edit, or change Service-Item(s) as Developer sees fit for any purpose. In the event that it should be determined that any such Service-Item(s) does not qualify as a Work-Made-for-Hire, J. Kloud Entertainment, LLC will and hereby does assign to the customer all right, title, and interest that may possess in such Service-Item(s), including without limitation all copyright, trademark, patent, trade secret, and other proprietary rights relating thereto. Upon request, J. Kloud Entertainment, LLC will take such steps as are necessary to enable the customer to record such assignment at the customer’s expense. J. Kloud Entertainment, LLC will sign, upon request, any documents needed to confirm that any specific Service-Item(s) is a Work-Made-for-Hire and/or to effectuate the assignment of J. Kloud Entertainment, LLC’s rights to the customer.

Both during the Term of this Agreement and thereafter, J. Kloud Entertainment, LLC will assist the customer in preparing U.S. and foreign copyright, trademark, and/or patent applications covering the Service-Item(s). Upon request, J. Kloud Entertainment, LLC will sign any such applications and deliver them to the customer. The customer will bear all expenses incurred in connection with copyright, trademark, and/or patent protection.

  1. WARRANTIES

J. Kloud Entertainment, LLC warrants that Service-Item(s) will be merchantable, acceptable to the customer, and fit for the customer’s purposes. J. Kloud Entertainment, LLC warrants that Service-Item(s) will reasonably comply with proposed specifications, or other specifications delivered by the customer orally or in writing. J. Kloud Entertainment, LLC agrees that the customer may withhold payment for unacceptable, unfit, or un-merchantable deliverables until those deliverables are rendered acceptable, merchantable, or fit at J. Kloud Entertainment, LLC’s expense. Developer agrees that analyses of acceptability will be reasonable and expedient.

J. Kloud Entertainment, LLC represents and warrants to the customer that Service-Item(s) is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties, including without limitation ownership rights, proprietary rights, copyrights, or other intellectual property rights of a third party.

  1. INDEMNITY

J. Kloud Entertainment, LLC agrees to defend, indemnify, and hold the customer, its officers, directors, members, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties based on a breach by J. Kloud Entertainment, LLC of any clause, representation, or warranty made in this Agreement. If any such claim arises, J. Kloud Entertainment, LLC’s sole remedy will be defending against any such action. J. Kloud Entertainment, LLC may assert any rights of the customer in defending against such an action, and the customer will duly notify J. Kloud Entertainment, LLC if any such action is filed.

The customer shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of the customer’s rights in the Service-Item(s). Any lawsuit shall be prosecuted solely at customer’s expense, and all sums recovered shall be retained by the customer. J. Kloud Entertainment, LLC agrees to fully cooperate with the customer in the prosecution of any such suit, and the customer shall reimburse J. Kloud Entertainment, LLC for any previously approved expenses incurred as a result of such cooperation.

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s