Gallery Terms

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ARTWORK SUBMISSION TERMS AND CONDITIONS

Before you can submit artwork to SMSI you (hereinafter referred to as "Artist") must agree to these terms and conditions (the "Agreement") which sets forth the terms and conditions under which Artist will provide certain artistic works to SMSI. By clicking on the "I Accept" button, Artist unconditionally consents to be bound by the terms and conditions of the Agreement and is becoming a party to this Agreement between Artist and Smith Micro Software, Inc. ("SMSI") with principal offices at 51 Columbia, Aliso Viejo, California 92656 as of the date Artist clicks on the "I Accept" button. It is important that Artist carefully review this Agreement prior to agreeing to it. If Artist does not unconditionally agree to the terms of this Agreement, then do not click the "I Accept" button. By clicking on the "I Accept" button and submitting the Artwork Submission Form ("ASF"), Artist agrees that he/she is authorized to grant permission to SMSI to publish Artist's Works for online marketing and tradeshow exhibition use with artist credit.

  1. Scope of Work

    1. Artist agrees to provide certain artistic related works ("Works") described on the ASF to SMSI for display purposes on any SMSI website, including but not limited to smithmicro.com, mysmithmicro.com, contentparadise.com, product micro sites (such as poser8.smithmicro.com) and other product example gallery sites, such as Facebook.com, deviantArt.com and similar social networking sites. By submitting Works, Artist agrees to be bound by the terms and conditions and policies governing the use of SMSI’s websites generally, including without limitation the SMSI website terms and conditions, which are located at www.smithmicro.com/legal and the SMSI Privacy Policy, which is located at www.smithmicro.com/privacy, each of which are incorporated herein by this reference.

    2. Each ASF shall reference this Agreement, and include, at a minimum,  the following: (a) name of work, (b) artist credit to be listed, (c) email address, (d) software used, (e) specific version and additional software used, (f) description of figures or content shown, (g) artist's full name, (h) phone number (i) city, state, country, zip, and (j) image file.

    3. Artist understands and agrees that by submitting Works to SMSI via the ASF, SMSI is not committing or obligating itself to use the Works of the Artist. SMSI reserves the right not to accept or use any Works submitted to SMSI for any reason (including, but not limited to, Works containing nudity, adult themes, and/or extreme violence) and without explanation. Artist's submission of Work does not guarantee SMSI's use of such Work.  In addition, SMSI reserves the right to remove any content from its websites at its sole discretion, without reason or explanation.

  2. Term

    1. This Agreement shall remain in effect until terminated by either party as provided herein.

  3. Price and Payment

    1. Artist understands that SMSI will not pay a fee or royalty to Artist for artwork submitted via the ASF.

  4. Confidentiality

    1. Artist recognizes that during the course of this Agreement it will have occasion to conceive, create, develop, review or receive information which is considered confidential to SMSI. Artist further agrees that SMSI's products and all related technical information (including but not limited to programming techniques and methods, research and development, computer programs, and documentation); and all marketing plans, customer identities, business methods, or business, financial or other information regarding the business and software programs of SMSI and/or SMSI's clients (the "Confidential Information"), are trade secret, proprietary information of SMSI.

    2. Artist agrees to to receive and hold in confidence and not disclose in any manner to any third parties, the Confidential Information or any other information delivered to it by SMSI identified as confidential. Artist shall, at all times, protect and safeguard the Confidential Information, and agrees not to encumber, furnish, sell, give, assign, distribute or otherwise make available the Confidential Information to any other person, firm or corporation and shall use best efforts to ensure that no improper or unauthorized use or disclosure of Confidential Information is made by any party.

    3. Artist agrees that it will not use any Confidential Information for its own purpose or for the benefit of any third party and shall honor the copyrights of SMSI and will not copy, duplicate, or in any manner reproduce any such copyrighted materials.

    4. The provisions of this Section shall survive termination or expiration of this Agreement.  SMSI or its client shall have the right to take such action it deems necessary to protect its rights, including, without limitation, injunctive relief and any other remedies as may be available at law or equity.

  5. Ownership

    1. Each party shall maintain ownership of all of its pre-existing intellectual property rights.  For all artwork submitted to SMSI via the ASF, Artist provides a perpetual, non-exclusive, worldwide license for SMSI to use Artist's pre-existing intellectual property hereunder.

    2. Artist agrees that SMSI has the right to use or not use artwork and to use, reproduce, re-use, alter, modify, edit or change Artwork as it sees fit and for any purpose deemed necessary by SMSI.

    3. Both during the term of this Agreement and thereafter, Artist agrees to execute all documents required by SMSI or SMSI's agent, to apply for, register, perfect, obtain or enforce any ownership and intellectual property rights pertaining to each artwork.

  6. Warranties of Artist

    1. Artist warrants that all artworks shall be the unique and original work product of Artist and will not be based on, or derived from, the proprietary information or items of a third party and that none of the artworks will infringe any copyrights, patents, trade secrets, or other proprietary rights of a third party. Artist agrees that all Artwork will be provided without liens, claims or encumbrances. Artist shall defend, indemnify and hold SMSI, its officers, agents, directors and employees harmless from and against any and all costs, expenses, losses or damages (including reasonable attorneys fees) arising out of any claim brought by a third party that any Works or artworks is infringing.

  7. Termination

    1. Either party may terminate this agreement upon ten (10) days written notice.

    2. Upon completion, termination, or expiration of this Agreement Artist shall return to SMSI all applicable Confidential Information.

  8. Independent Contractor

    1. Artist agrees that it is an independent contractor and that it will perform under this Agreement as an independent contractor.  Nothing in this Agreement shall be deemed to make Artist an agent, employee or partner of SMSI.  Artist shall not be entitled to any of the fringe benefits of SMSI and shall have no authority to bind, commit, contract for or otherwise obligate SMSI in any manner whatsoever.

  9. General Terms and Conditions

    1. This Agreement constitute the sole and exclusive statement of the terms and conditions hereof and supersede any prior discussions, writings, and negotiations with respect thereto.

    2. Artist shall not assign this Agreement without the prior written consent of SMSI.

    3. This Agreement shall not be amended except in writing signed by both parties.

    4. This Agreement shall be interpreted and enforced in accordance with the laws of California.