Upon entering your electronic signature and date of birth [in the space provided as prompted], you ("Licensor") are entering into a binding agreement with What is Missing? Foundation, a private 501(c)(3) non-for-profit foundation created by the artist, Maya Lin ("Licensee" or the "Foundation") to license the images (still or video), sounds and/or stories which you are submitting or uploading (collectively, the "Licensed Content") as supplied either by the Licensor directly and through the archives of Licensor, which it owns and controls. The Licensed Content will be used in a multi-sited artwork dedicated to the Foundation's mission of bringing awareness of and positive responses to the current crisis surrounding biodiversity and habitat loss. Tentatively titled "What is Missing?," (the "Artwork"), will exist in various art mediums including, by way of illustration and not limitation, video, mobile installations (such as small screen media, interactive and digital books), temporary art installations (traveling exhibits, digital LED billboards), broadband, and print at select scientific institutions, a website and as a book (the "Project"). Promotional, educational or informational use of the Licensed Content is granted so long as it is in-context and related to the specific Artwork or Project. The Artwork and the Project are supported by the Foundation.
(1) GRANT: Licensor grants to Licensee, its employees, agents, contractors and assigns, subject to the terms and conditions hereof, a non-exclusive, irrevocable, perpetual, royalty-free, worldwide license to (a) print, publish, reproduce, distribute, display, transmit, disseminate and perform the Licensed Content in any medium, (b) make derivative works from the Licensed Content for purposes of editing and/or preparing compilations in print publications and electronic publications, (c) use Licensor's name, likeness and the Licensed Content or any portion thereof in connection with What Is Missing? and (d) otherwise incorporate the Licensed Content in Licensee's Artwork, Project (and in any related advertising and promotional material) used in connection with its mission. You further grant the Foundation or its designee the right to sublicense others to print, publish, reproduce, distribute, display, transmit, disseminate, perform and prepare derivative works of the Licensed Content in furtherance of, and solely as it relates to, the foregoing license. The profits, if any, derived from any such uses will go to support the Foundation in carrying out its mission.
(2) LICENSE TERM: In perpetuity.
(3) TERRITORY: Worldwide.
(4) MEDIA: As set forth above or as may be developed in the future in connection with the above uses as part of the Artwork or the Project.
(5) LICENSE FEE: In view of the fact that "What is Missing?" is dedicated to educational and scientific purposes without private inurement, Licensor agrees to grant the license for the Licensed Content for the uses set forth herein at no charge to Licensee.
(6) WARRANTIES: Licensor represents and warrants that it has the full right and power to enter into this agreement, and that Licensee's exercise of the rights granted to it shall not violate any rights of any third party; and that Licensor will hold harmless Licensee, its officers and directors, from all claims resulting and breach by Licensor of the representation and warranties made herein. Licensor represents and warrants that it is the sole author and/or owner of the Licensed Content; that the Licensed Content is original and not copied in whole or in part from any other work; that the Licensed Content is not libelous or defamatory; and that, to the best of its knowledge, the Licensed Content does not, and publication of the Licensed Content by the Foundation or its designee will not, violate or infringe the right of privacy or publicity, or any other right, of any person, firm or entity. Licensor agrees that, upon request, it will provide pertinent source materials to the Foundation for the purpose of pre-publication review for accuracy and libel or in the event of any legal action arising from the Licensed Content's publication.
(7) LICENSED CONTENT PROTECTION: Licensee shall use best efforts to provide appropriate copyright management information and protection for the Licensed Content. (8) MISCELLANEOUS: This agreement contains the entire understanding between the parties with respect to the subject matter hereof and may not be modified except in writing signed by both parties. This agreement shall be governed in all respects by the laws of New York. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.