IMAGE SYNDICATION AGREEMENT

THIS IMAGE SYNDICATION AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("ARTIST") AND DOODLE REPUBLIC LLC ("DOODLE REPUBLIC").  BY SUBMITTING ANY IMAGE(S) TO DOODLE REPUBLIC FOR POSSIBLE INCLUSION IN THE DOODLE REPUBLIC ART LIBRARY ("ART LIBRARY"), ARTIST CONFIRMS ARTIST'S ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN ARTIST AND DOODLE REPUBLIC.  

BY SUBMITTING ANY IMAGE(S), ARTIST REPRESENTS AND WARRANTS THAT ARTIST HAS THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS.

IF ARTIST DOES NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, ARTIST MUST NOT SUBMIT ANY IMAGE(S).

  1. Certain Definitions.
    1. "Artist Account" means Artist's user account on the payment service operated by Paypal, Inc. that is associated with the same e-mail address provided by Artist to Doodle Republic via the Service.
    1. "Contributor" means a supplier, including Artist (if applicable), of Character Images to the Service pursuant to an Image Syndication Agreement or similar agreement between such supplier and Doodle Republic.
    1. "Conversation" means a set of one or more cartoon frames on the Service assembled by an End User and received by another End User via the normal operation of the Service.
    1. "End User(s)" means any user(s) of the Service that engage in Conversation.
    1. "Image(s)" means all illustrations, images, logos, and other visual representations original to Artist, and combinations of any or all of the foregoing, provided to Doodle Republic by Artist pursuant to this Agreement, together with all accompanying metadata and other material.
    1. "Image Guidelines" means Doodle Republic's guiding principles for Image(s), currently available on the Service.
    1. "Service" means Doodle Republic's proprietary communication service and related products and services, which includes Doodle Republic websites, applications accessible via online social networks and other third party publishers, mobile applications, and other related software and services.
  1. Ownership of Image(s).  Image(s) shall remain the sole and exclusive property of Artist.  Image(s) are licensed, not sold, pursuant to the terms of this Agreement.
  1. Use of Image(s).
    1. Doodle Republic is under no obligation to use, post, include or make reference to any Image(s).  Doodle Republic may, in its sole discretion, at any time, post, promote and/or include Image(s), and portions thereof, anywhere on the Service.  Doodle Republic may also remove any or all of the Image(s) and excerpts thereof from the Service at any time in its sole discretion. 
    1. Doodle Republic does not intend to add any copyright notice for the benefit of Artist on any Image(s).  Artist shall file a registration with the U.S. Copyright Office if Artist wishes to have available the remedies provided under the U.S. Copyright Act, as amended (Title 17 of the United States Code).   If Artist includes a copyright notice as part of any Image(s), Artist agrees that Doodle Republic shall have no liability if any End User removes, covers or obscures such notice or if such notice is otherwise deleted from the Service.
    1. Artist acknowledges and agrees that the Service will enable End Users to insert words on or adjacent to Image(s), and that neither Artist nor Doodle Republic will have control over such word choice or usage in any way.  Artist further acknowledges and agrees that the Service will enable End Users to (i) re-scale, rotate, and flip Image(s), and to arrange Image(s) within a cartoon frame, and (ii) overlay other artwork of any kind on the Image(s).  By way of example, an End User may overlay a garment illustration (e.g., a ballerina dress) on Image(s) that are characters (e.g., a Police Officer Puppet).  Artist acknowledges and agrees that End User(s) use, coordination, manipulation, and combination of Image(s) with text and other artwork as part of the Service may result in the display and distribution of the Image(s) in contexts that are offensive or otherwise could be deemed inappropriate.  Artist acknowledges and agrees that Doodle Republic does not and will not assert any control over End User use of Image(s) and Doodle Republic shall have no liability in connection with End User use of Image(s).  Furthermore, although Doodle Republic will prohibit such a practice, since End Users are provided functionality that lets them mix their own artistic renderings with works in the Doodle Republic Art Library, it is possible that users will copy Image(s), modify them, and then use such modified images on the Service or otherwise use or publish such copied and/or modified images on third party platforms.
    1. On behalf of Artist, and Artist's heirs, executors and administrators, Artist hereby releases and holds harmless Doodle Republic (and Doodle Republic's officers, directors, members, managers, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any use of Image(s) in Conversations or any other use of Images by End Users.
    1. Doodle Republic shall have the right to make minor edits to the Image(s) for purposes formatting and sizing.
    1. Doodle Republic shall include appropriate attribution for Image(s) on the Service, in such form, substance, and placement as is determined by Doodle Republic.  Such attribution may take the form of identifying Artist's name in the Doodle Republic Art Library generally available to End Users in or adjacent to the section of the Art Library that contains Image(s) from Artist.  In connection with such attribution, Doodle Republic may (i) display Artist's biography as may be provided by Artist to Doodle Republic or otherwise uploaded to the Service at any time in connection with Artist's user account (or excerpts of such biography selected by Doodle Republic in its sole discretion), and (ii) include a link to Artist's public profile on the Service. 
  1. Submission of Image(s); Acceptance of Image(s). 
    1. Artist will submit Image(s) via the Service for the purpose of including such Image(s) on the Service. Image(s) shall be in accordance with Doodle Republic's Image Guidelines and in accordance with any written guidance provided to Artist by Doodle Republic via the Service or otherwise prior to acceptance of the applicable Image(s). 
    1. If Artist wishes to submit Image(s) of original characters ("Character Image(s)"), Artist may submit one (1) initial Image for each original character (an "Initial Character Image") for evaluation by Doodle Republic.  Artist will not submit additional Image(s) of the same character until Artist has received notification from Doodle Republic regarding acceptance or rejection of such Initial Character Image.  In the event Doodle Republic accepts such Initial Character Image in writing, Artist shall have twenty one (21) days from the date of such acceptance to submit five (5) additional Images of the character ("Additional Character Image(s)"), each representing different mood expressions of the same character depicted in the Initial Character Image.  Doodle Republic may accept or reject the full slate of Additional Character Image(s) in its sole discretion.  Doodle Republic may also extend the twenty one (21) day time period for submitting Additional Character Images by providing notice to Artist of such extension.
    1. If Artist wishes to submit Image(s) of non-character of original props ("Prop Image(s)"), Artist may submit one (1) initial Image of an original prop (an "Initial Prop Image") for evaluation by Doodle Republic.  Artist will not submit additional Image(s) of props until Artist has received notification from Doodle Republic regarding acceptance or rejection of such Initial Prop Image. In the event Doodle Republic accepts such Initial Prop Image in writing, Artist shall have twenty one (21) days from the date of such acceptance to submit up to ten (10) additional Images of other props ("Additional Prop Image(s)").  Doodle Republic may accept or reject the full slate of Additional Prop Image(s) in its sole discretion.  Doodle Republic may also extend the twenty one (21) day time period for submitting Additional Prop Images by providing notice to Artist of such extension.   
    1. Doodle Republic will evaluate Artist's submitted Image(s) and will notify Artist of acceptance or rejection of a submission.  Doodle Republic may reject Artist's submission of Image(s) for any reason or no reason.  Prior to making a determination regarding acceptance or rejection, Doodle Republic may also provide Artist with Image-specific recommended revisions via written communications on the Service or otherwise. 
  1. Grant of License.  If Artist submits Image(s), and Doodle Republic accepts such Image(s), Artist grants Doodle Republic and its affiliates an exclusive, irrevocable, and fully sublicensable right for the duration of the copyright term (and thereafter, non-exclusively) to use, reproduce, modify, adapt, perform, publish, create derivative works from, distribute, display and otherwise exploit such Image(s) throughout the world in any media now known or hereafter developed in connection with conversations between end users of online platforms, and the development, sale, operation, and/or marketing of online platforms enabling such conversations.  If Artist licenses or assigns right to Image(s) for other uses, Artist must exclude and reserve use of Character Image(s) and Props Image(s) in each licensed or assigned work(s) in connection with conversations between end users of online platforms.   Artist grants Doodle Republic and its affiliates and sublicensees the right to use the name that Artist submits in connection with such Image(s), if they choose.
  1. Artist Compensation.   
    1. Artist acknowledges that all amounts of Artist compensation payable hereunder, if any, will be paid via the payment service provided by Paypal Inc. (currently available at the URL http://www.paypal.com), and that, in order to be eligible to receive any compensation of any kind hereunder, Artist must first create an Artist Account on the Paypal service.  Artist agrees to maintain an Artist Account on Paypal at all times that Artist is entitled to receive compensation hereunder.  The Artist Account on Paypal must be identifiable to payors by the principal e-mail address that Artist has provided to Doodle Republic via Artist's "User Profile" section of the Service at least ten (10) days prior to the date Doodle Republic makes a payment hereunder.  If Artist fails to correctly setup an Artist Account on the Paypal service, or to maintain such account as set forth herein, or if for any reason the Paypal service is experiencing any malfunction at the time Doodle Republic makes a payment hereunder, Doodle Republic shall have no obligation to make any payment to such Artist Account (or to Artist).  Artist acknowledges and agrees that Doodle Republic has no obligation to independently verify whether any payment submitted via the Paypal service was actually received in an Artist Account or actually collected by Artist.  Artist agrees that amounts payable to an Artist Account will be returned or retained by Doodle Republic in the event Artist fails to notify Doodle Republic of Artist's e-mail address for purposes of receiving payments on the Paypal service as set forth above, or in the event Artist fails to open and maintain an account on the Paypal service in accordance herewith.
    1. On behalf of Artist, and Artist's heirs, executors and administrators, Artist hereby releases and holds harmless Doodle Republic (and Doodle Republic's officers, directors, members, managers, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by Artist due to (i) Artist's failure to create and/or maintain an Artist Account at all times as set forth herein, and/or (ii) any failure of the Paypal service.   
    1. If Doodle Republic accepts an Initial Character Image in writing, Doodle Republic will pay Fifty U.S. Dollars ($50.00) to the Artist Account within five (5) business days.
    1. If Doodle Republic accepts an Initial Prop Image in writing, Doodle Republic will pay Fifty U.S. Dollars ($50.00) to the Artist Account within five (5) business days.
    1. If Doodle Republic accepts the Initial Character Drawing, it will expect a slate of five (5) Additional Character Drawings, representative of the character in the Initial Character Drawing presented in different moods or postures.  If these five (5) Additional Character Drawings are accepted in writing, Doodle Republic will pay Three Hundred U.S. Dollars ($300) to the Artist Account within thirty (30) business days.
    1. If Doodle Republic accepts a full slate of up to ten (10) Additional Prop Images in writing, Doodle Republic will pay One Hundred ($100.00) to the Artist Account within thirty (30) business days.
    1. Artist acknowledges that the amount of funds Doodle Republic will allocate towards the purchase of art will be dependent on Doodle Republic's evaluation of the commercial success, and/or likelihood of commercial success, of the Service.
    1. Artist will be responsible for paying all taxes, if any, that are payable in connection with amounts paid hereunder.
  1. Representations, Warranties and Indemnity.  Artist hereby represents, warrants and agrees that: (i) Artist holds all right, title and interest (including without limitation, all copyrights) in and to the Image(s); (ii) the Image(s) are original works of the Artist and not based on any other work(s); (iii) no person other than Artist contributed to any submission; (iv) Artist has the full right and authority to enter into this Agreement and to grant the rights granted hereunder; (v) it is not necessary for Doodle Republic to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to Doodle Republic hereunder; (vi) the Image(s) supplied by Artist and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy; (vii) Artist shall comply with all of its obligations hereunder and all laws, rules and regulations that apply to Artist's submission of Image(s) and/or activities in connection with the Service; (viii) the Image(s) are in accordance with the Image Guidelines and do not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information; and (ix) Artist will indemnify and hold harmless Doodle Republic, its successors and assigns, and any of their sublicensees, from any and all claims, suits, losses, costs, expenses (including legal fees and expenses), fines, damages or recoveries which may be obtained against, imposed upon or suffered by Doodle Republic, its successors and assigns, and any of their sublicensees, by reason of Image(s) supplied by Artist and/or Artist's breach or alleged breach of any of the representations, warranties or agreements contained herein or Artist's breach or alleged breach of any provision of any contract, agreement or arrangement with any third party by virtue of Artist's actions with respect to this Agreement. 
  1. Assignability. Doodle Republic shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to Artist hereunder to the extent such obligations are assumed by such person, corporation, or entity.
  1. Limitation of Remedies; Limitation of Liability.
    1. Artist acknowledges and agrees that the sole remedy available to Artist for Doodle Republic's breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall Artist seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    1. IN NO EVENT WILL DOODLE REPUBLIC BE LIABLE TO ARTIST FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY MATERIAL ON THE SERVICE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS WAIVER APPLIES WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OR OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF THE SERVICE OR MATERIAL THEREON.
    1. IN NO EVENT SHALL DOODLE REPUBLIC'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT (EXCEPT FOR PAYMENTS DUE IN THE NORMAL COURSE), WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO ARTIST BY DOODLE REPUBLIC UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD IMMEDIATELY PRIOR TO THE INCURRENCE OF THE CLAIM. 
  1. General.
    1. Artist agrees that Doodle Republic may provide Artist with notices by email or communications to Artist through the Service.  Doodle Republic may address such notices to the e-mail address provided in connection with the submission of Image(s) and/or any other address provided by Artist in connection with Artist's account on the Service.
    1. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    1. Doodle Republic will not be liable to Artist by reason of any failure or delay in performance because of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    1. Artist agrees that if Doodle Republic does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Doodle Republic has the benefit of under any applicable law), this will not be taken to be a formal waiver of Doodle Republic's rights and that those rights or remedies will still be available to Doodle Republic.
    1. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    1. The Agreement, and Artist's relationship with Doodle Republic under the Agreement, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Artist and Doodle Republic agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York, and courts with appellate jurisdiction therefrom, to resolve any legal matter arising from the Agreement or the use of Image(s). Notwithstanding this, Artist agrees that Doodle Republic shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
    1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications.  This Agreement can only be changed or terminated by a written agreement signed by both parties.