This Publishing and Copyright License Agreement (“Agreement”) is entered into as of the Effective Date by and between the individual submitting their creative work—whether written, poetic, photographic, illustrative, painted, culinary, or otherwise (“Artist”)—and Silent Spark Press, a Puerto Rico limited liability company (“Company”).
RECITALS
WHEREAS, the Company compiles weekly collections of creative works for publication across various mediums, primarily digital and electronic, and occasionally in print (the “Project”);
WHEREAS, the Artist seeks inclusion of their work in the Project and broader publication;
WHEREAS, the Artist has submitted their work through www.silentsparkpress.com, the Company’s affiliated social media and email accounts, or related Typeform subdomains (the “Work”), and the Company wishes to publish the Work subject to the terms herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Reservation of Copyright
Nothing in this Agreement limits the Artist’s right to sell, distribute, display, or otherwise provide access to the Work, or to enter into contracts, licenses, or arrangements with others regarding the Work; provided that such agreements shall not infringe upon or limit the rights and licenses granted to the Company under this Agreement.
2. Grant of Publishing Rights
The Artist grants the Company a non-exclusive, irrevocable, royalty-free, perpetual, worldwide license to use, display, reproduce, distribute, and publish the Work in any medium (including print, digital, and e-book), in all languages and territories now existing or later developed. The Artist agrees to execute documents reasonably requested by the Company to evidence or effectuate this grant.
3. Artist Representations, Warranties, and Indemnification
The Artist represents and warrants that: (a) they are the sole creator and owner of the Work; (b) the Work is original and not in the public domain; (c) the Work does not infringe any rights of any person or entity, including intellectual property rights; (d) the Artist is the sole owner of the rights granted herein and the grant does not violate any agreement; (e) no party other than the Artist holds any rights, title, or interest in the Work; (f) the Artist has full authority to enter into this Agreement; and (g) the Work contains no libelous, obscene, or otherwise unlawful content. The Artist agrees to defend, indemnify, and hold the Company harmless from any claims, liabilities, damages, or expenses (including attorneys’ fees) arising from breach of these representations and warranties.
4. Promotion of Work
The Company may use, and authorize others to use, the Artist’s name, submitted work, image, likeness, and biographical materials to advertise, promote, and otherwise exploit the Work and the Project. If the Artist is under 18, the Artist and their parent/legal guardian may elect to authorize such use. If not authorized, the Company may assign a pen name for publication and promotion.
5. Promotion as Consideration
The Company will devote resources to produce and promote the Project and the Artist. As part of the consideration, the Artist may submit a brief, appropriate biographical statement for inclusion in the Project (optional but encouraged). If the biography is omitted in error, the Artist may contact hi@silentpublications.com, and the Company will add it.
6. Governing Law and Jurisdiction
This Agreement is governed by the laws of the United States and the Commonwealth of Puerto Rico, without regard to conflict-of-law rules. Any claim or dispute shall be brought exclusively in the courts located in or serving San Juan, Puerto Rico, and the parties consent to personal jurisdiction there. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect.
7. Assignment
The Artist may not assign their rights under this Agreement. The Company may assign or sublicense its rights, title, and interest in whole or in part. This Agreement binds and benefits the parties and their successors and assigns. The parties shall act in good faith and execute further documents reasonably necessary to carry out the intent of this Agreement.
8. Waiver and Modification
This Agreement (including the recitals) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written understandings. No waiver is effective unless in writing and signed by the party against whom enforcement is sought. Any modification must be in writing and signed by both parties. The parties acknowledge that breach may cause irreparable harm; the aggrieved party may seek all remedies at law or in equity, including temporary and permanent injunctive relief. Nothing herein creates a partnership, joint venture, or agency relationship.
9. Guardian Signature for Minors
If the Artist is under eighteen (18), the Artist and their parent/legal guardian must execute this Agreement consenting to its terms.
10. Severability
If application of any provision to specific facts or circumstances is held invalid or unenforceable, (a) such invalidity will not affect the validity of the provision in other circumstances or of the remaining provisions; and (b) the provision will be reformed, to the minimum extent necessary, to be valid and enforceable for those facts or circumstances. The remainder of this Agreement remains in full force and effect.
11. Limitation of Liability
The Company and its affiliates shall not be liable to the Artist (or guardian) for indirect, consequential, incidental, special, exemplary, or punitive damages, including lost profits, revenue, or business, arising out of or related to this Agreement.
12. Payment
The Artist acknowledges the Company provides no royalty or monetary compensation under this Agreement, regardless of whether the Company accepts or publishes the Work.
13. Execution
This Agreement may be executed in counterparts, each deemed an original, together constituting one agreement. Facsimile, electronic, and platform-based signatures (including Typeform and DocuSign) are valid and enforceable as originals.
For questions or administrative matters related to this Agreement, contact hi@silentpublications.com