AI Generated American Copyright License Agreement
PDF & Word - 2026 Updated

This Copyright License Agreement (the "Agreement") is entered into as of the date of last signature below by and between ABC Creative Studios LLC (the "Licensor") and the Licensee, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Licensor is the sole owner of the copyright in the copyrighted work described in Exhibit A attached hereto (the "Licensed Work").

The Licensor desires to grant to the Licensee and the Licensee desires to obtain from the Licensor a license to use the Licensed Work for the purpose of allowing the licensee to reproduce and distribute digital artwork for online marketing campaigns as further described herein.

For the purposes of this Agreement the following terms shall have the meanings set forth below.

Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive license under the Licensor's copyright in the Licensed Work, limited to the rights under 17 U.S.C. \§ 106 to reproduce the Licensed Work in digital form, to distribute copies of the Licensed Work by digital transmission over the internet, to create and use derivative works consisting solely of modifications for color correction, resizing, and cropping as strictly necessary for online marketing, and to publicly display the Licensed Work, solely for the purpose of online marketing campaigns. This license is limited to the Territory and the Term.

The license granted herein does not include the right to sublicense any of the licensed rights to third parties. The Licensor retains all rights not expressly granted herein, including but not limited to the right to use the Licensed Work for any purpose, to grant other licenses, and to enforce all rights under 17 U.S.C. \§ 106 and 17 U.S.C. \§ 106A where applicable.

The Licensee shall exercise the licensed rights solely in compliance with the purpose of allowing the licensee to reproduce and distribute digital artwork for online marketing campaigns and in accordance with all applicable laws including the Copyright Act of 1976 and the Digital Millennium Copyright Act of 1998. This Agreement prioritizes compliance with U.S. copyright law; references to international treaties such as the Berne Convention are for informational purposes only and do not expand rights or obligations beyond U.S. law.

In consideration for the license granted herein the Licensee shall pay to the Licensor an upfront payment of $5,000.00 on or before 2024-01-15.

The Licensee shall also pay to the Licensor a royalty of 15\% of Net Receipts derived from the Licensee's use of the Licensed Work. This is in addition to a minimum annual guarantee of $2,000 payable in four equal quarterly installments regardless of actual Net Receipts. Net Receipts shall be calculated as described in Section 2.1.2.

Royalties and minimum payments shall be paid quarterly within thirty days after the end of each calendar quarter during the Term, accompanied by a detailed report showing gross revenue, deductions, Net Receipts calculation, and royalty due. Late payments shall accrue interest at the rate of 1.5\% per month or the maximum rate permitted by law, whichever is less.

The Licensor shall have the right upon thirty (30) days' written notice to audit the Licensee's books and records relating to the calculation of Net Receipts and royalties not more than once per calendar year at the Licensor's expense unless the audit reveals an underpayment of more than 5\%, in which case the Licensee shall pay the audit costs.

All payments shall be made in United States dollars by wire transfer or other mutually agreed method.

The Licensor retains all right, title, and interest in and to the Licensed Work and all copyrights therein, including all exclusive rights under 17 U.S.C. \§ 106.

This Agreement does not transfer ownership of the copyright in the Licensed Work to the Licensee.

All rights not expressly granted to the Licensee under this Agreement are reserved to the Licensor.

The Licensor does not waive any moral rights under 17 U.S.C. \§ 106A (VARA) or otherwise but agrees that the Licensee may use the Licensed Work without attribution where necessary for online marketing campaigns, provided that all reproductions include a copyright notice in the form: "\© 2023 ABC Creative Studios LLC. All rights reserved."

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

The Licensor represents and warrants that: (i) it is the sole owner of the copyright in the Licensed Work with no co-owners or third-party claims; (ii) the Licensed Work is original and does not infringe any third-party intellectual property rights; (iii) the Licensed Work is free of any liens, encumbrances, security interests, or prior licenses that would conflict with this Agreement; and (iv) granting this license will not violate any third-party rights.

The Licensee represents and warrants that it will use the Licensed Work solely in compliance with all applicable United States laws and regulations including the Copyright Act of 1976 and the Digital Millennium Copyright Act of 1998, and that it will not use the Licensed Work in any manner that would violate third-party rights or applicable law.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL RIGHTS AND LICENSES ARE PROVIDED "AS IS."

IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE LICENSEE TO THE LICENSOR HEREUNDER. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

The Licensor shall indemnify, defend, and hold harmless the Licensee from and against any and all claims, damages, losses, and expenses arising out of any breach of the Licensor's representations and warranties or any copyright infringement claim related to the Licensed Work as provided under the Copyright Act of 1976 and the Digital Millennium Copyright Act, provided that the Licensee gives prompt written notice of any such claim and cooperates in its defense.

The Licensee shall indemnify, defend, and hold harmless the Licensor from and against any and all claims, damages, losses, and expenses arising out of the Licensee's breach of this Agreement, misuse of the Licensed Work, or breach of the Licensee's representations and warranties, provided that the Licensor gives prompt written notice of any such claim and cooperates in its defense.

The indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate in the defense thereof. The indemnifying party shall have the right to control the defense, subject to the indemnified party's right to participate at its own expense.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE LICENSEE TO THE LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.

The limitations set forth in this Section 8 do not apply to liability arising from breach of confidentiality, indemnification obligations, or infringement of the other party's intellectual property rights.

The Licensee shall include a proper copyright notice (\© 2023 ABC Creative Studios LLC. All rights reserved.) on all reproductions, displays, and distributions of the Licensed Work or any permitted derivatives. The Licensee shall not remove, obscure, or alter any copyright, trademark, or other proprietary notices affixed to or contained within the Licensed Work.

All goodwill associated with the use of the Licensed Work shall inure to the benefit of the Licensor. The Licensee acquires no rights in the Licensor's name, trademarks, or copyrights except as expressly set forth herein.

The Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source files, creative processes, or underlying code or techniques used to create the Licensed Work, except to the extent expressly permitted by applicable law and only after providing the Licensor with prior written notice.

The Licensed Work and any related technical data may be subject to U.S. export control laws and regulations. The Licensee shall not export, re-export, or transfer the Licensed Work except in compliance with all applicable U.S. export laws, including but not limited to the Export Administration Regulations. The Licensee shall obtain all necessary licenses or authorizations prior to any such export.

If the Licensee collects, processes, or stores any personal data in connection with its use or distribution of the Licensed Work in online marketing campaigns, the Licensee shall comply with all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) if applicable. The Licensee shall implement reasonable security measures to protect such data and shall not use the Licensed Work in any manner that would violate privacy rights.

The Term of this Agreement shall commence on 2024-01-01 and continue for two (2) years thereafter unless terminated earlier in accordance with this Section 13. This Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

The Licensee shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to the Licensor for convenience.

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party commits a material breach and fails to cure such breach within the thirty (30)-day notice period. The Licensor may also terminate immediately upon notice if the Licensee becomes insolvent, files for bankruptcy, or fails to pay any amounts due hereunder.

Upon termination or expiration, the Licensee shall have a sell-off period of ninety (90) days to sell or distribute any physical or digital inventory of the Licensed Work existing as of the termination date, subject to continued payment of royalties thereon. After the sell-off period, the Licensee must immediately cease all use of the Licensed Work, and all rights granted hereunder shall revert to the Licensor. Any outstanding payments shall become due immediately.

The Licensee shall within ten (10) days after the end of the sell-off period (if any) destroy or return all copies of the Licensed Work and certify such destruction or return in writing to the Licensor. Sections addressing ownership, representations and warranties, indemnification, limitation of liability, confidentiality, intellectual property notices, governing law, and any other provision that by its nature should survive shall survive termination or expiration of this Agreement. This Agreement is subject to the termination rights under 17 U.S.C. \§\§ 203 and 304 where applicable, which cannot be contractually waived in advance.

Each party shall maintain the secrecy of Confidential Information disclosed by the other party and shall use at least reasonable care to protect such Confidential Information.

Exceptions to the confidentiality obligations shall apply to information required by law to be disclosed or disclosed to professional advisors under a duty of confidentiality.

The receiving party shall provide notice to the disclosing party prior to any permitted disclosure of Confidential Information.

The parties agree that breach of this Section 14 may cause irreparable harm for which monetary damages are inadequate and that injunctive relief shall be an available remedy.

All notices under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt) or certified mail to the addresses set forth below.

Notices to the Licensor shall be sent to 123 Creator Lane, New York, NY 10001, Email: legal@abccreative.com.

Notices to the Licensee shall be sent to 456 User Street, Los Angeles, CA 90001, Email: contracts@licensee.com.

Notices sent by certified mail shall be deemed delivered five business days after mailing. Notices sent by email shall be deemed delivered upon confirmation of receipt.

Neither the Licensor nor the Licensee may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempted assignment without consent shall be null and void.

No duties or obligations under this Agreement may be delegated without the prior written consent of the non-delegating party.

This Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. Any reference to the Berne Convention or other international treaties is subordinate to U.S. copyright law and this governing law provision.

The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction and venue over any disputes arising from this Agreement. Each party consents to the personal jurisdiction of such courts and waives any objection based on forum non conveniens.

The prevailing party in any action or proceeding to enforce or interpret this Agreement shall be entitled to recover its reasonable attorneys' fees and costs in addition to any other relief to which it is entitled.

Any dispute arising out of or relating to this Agreement shall first be resolved through good faith negotiations. If unresolved within thirty (30) days, the dispute shall be resolved by arbitration in New York, New York under the rules of the American Arbitration Association by a single arbitrator. The arbitration award shall be final and binding.

The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

All dispute resolution proceedings shall be confidential. Each party hereby waives its right to a jury trial in any action or proceeding arising out of or relating to this Agreement.