About the Vibrating Tarot Licensing Agreement

Hello to members of the Pleasure Product Industry,

Here, you can read the Vibrating Tarot Licensing Agreement. 

The Vibrating Tarot Licensing Agreement was drafted specifically for this project by my intellectual property lawyer here in Hamilton, Ontario, Canada. She has granted me permission to post the document in full on my website so that I can be as transparent as possible

We all need to land on a version of this licensing agreement that we can all agree on, so I am sharing the document with you here in an open forum. Thank you for taking the time to review it. 

I am very open and willing to listen to your feedback. Please contact me anytime to continue our discussions.

Below is a copy of the licensing agreement. Individualized copies are currently being sent out to all of you.Thanks again for your time and consideration. 

Points of Interest 

Below the licensing agreement, there is a section that gathers special points of interest. Here you will find detailed notes explaining the different sections of the document.

If there are questions of any kind or any changes to the document that you think are necessary, please contact me anytime so that we can discuss it.

I am always interested in the opportunity to chat with anyone in this industry, so please don't hesitate to reach out.

Sincerely,

Frank Lawrence

Vibrating Tarot

by Pallor Publishing

vibratingtarot@gmail.com

This license agreement is effective as of ____________ (the “Effective Date”), between:

(Publisher's Name)

(hereinafter referred to as the "Publisher")

-and-

(Manufacturer's Name)

(hereinafter referred to as the "Licensor")  

(collectively, the "Parties")  

WHEREAS the Licensor develops, manufactures and/or sells the adult novelty products identified in Schedule A to this Agreement (the “Products”).   

AND WHEREAS the Publisher wishes to reproduce images of the products identified in Schedule A to this Agreement (the "Product Images") in the creation and sale of a compilation work in the form and style of a Tarot card deck and accompanying colouring book (the “Compilation Work”).  

AND WHEREAS the Compilation Work will also include images of other adult novelty products on other cards in the Tarot card deck and colouring book, including possible competitors of the Licensor.   

THEREFORE, in consideration of what the Parties hereby acknowledge is good and valuable consideration and the foregoing recitals, mutual promises, obligations and undertakings set forth herein, the sufficiency and receipt of which are confirmed by the Parties, the Parties agree to agree as follows: 

1. Definitions  

1.1. "Agreement" shall consist of this Licensing Agreement and the terms and information contained in Schedule A, Schedule B and Schedule C attached.    

1.2. "Intellectual Property Rights" includes all patents, inventions, trademarks, service marks, registered designs, integrated circuit topographies, including applications for any of the foregoing, as well as copyrights, design rights, know-how, confidential information, trade secrets, and any other similar rights in Canada and in any other country.    

2. Grant of License  

2.1. Subject to the terms herein and any additional terms specified in Schedule C hereto, the Licensor hereby grants and Publisher hereby accepts a transferable, non-exclusive and worldwide license to use the Product Images and to create derivative works based on same under the terms and conditions specified in this Agreement (the "License").   

2.2. Any rights not expressly granted herein shall be reserved for the Licensor. Intellectual Property Rights in the Products and the Product Images shall at all times remain with the Licensor.   

2.3. Copyright in the Compilation Work created using the Product Images in accordance with the terms of this Agreement shall be owned solely by the Publisher or their assignee.   

2.4. The License to use the Product Images shall come into effect upon the Effective Date and, unless earlier terminated in accordance with the terms herein, continue until the expiry of the copyright in the Product Images (the "License Term").   

3. Publisher Rights and Obligations  

3.1. The parties may from time to time amend the contents of Schedule A by adding to the list of products and product images identified in Schedule A. Such amendments may be effected by an authorized signing officer of each party initialling and dating an amended Schedule A, with the amended Schedule A becoming effective on the date on which both signing officers have initialled the same. The terms and conditions of this Agreement shall apply to such amended Schedule A as fully and completely as though it had always formed part of this Agreement.  

3.2. The Publisher shall use the Product Images, and any derivative works based on same, for the exclusive purpose of creating, advertising, marketing, display and selling the Compilation Work as represented in Schedule B to this Agreement.   

4. Licensor Obligations  

4.1. The Licensor hereby irrevocably waives and agrees to waive any moral rights, or similar rights in and to the Product Images in favour of the Publisher to the extent the Product Images are used by the Publisher in accordance with the terms of this Agreement and to require all persons engaged by them to create the Product Images to do the same.    

5. Warranties  

5.1. The Licensor warrants that it is either the sole owner of the Intellectual Property Rights for the Products and Product Images or has the right to sublicense the same in accordance with this Agreement.  

5.2. The Licensor represents and warrants that, to the best of its knowledge, the Products and Product Images listed in Schedule A to this Agreement do not infringe the Intellectual Property Rights of any third party. Should the Licensor receive notice of any such allegations of infringement, it shall immediately notify the Publisher thereof.  

5.3. Upon notice of any allegations that a Product or Product Image listed in Schedule A to this Agreement infringes the Intellectual Property Rights of a third party, the Publisher may, at its sole option, terminate this Agreement and discontinue use of the Product Image and all derivative works based on same and destroy any copies remaining in their possession.  

5.4. The Publisher represents and warrants that, to the best of its knowledge, the Compilation Work does not and will not infringe the Intellectual Property Rights of any third party. Should the Publisher receive notice of any such allegations of infringement, it shall immediately notify the Licensor thereof.  

5.5. Upon notice of any allegations that the Compilation Work infringes the Intellectual Property Rights of a third party, the Licensor may, at its sole option, terminate this Agreement and require the Publisher to discontinue use of the Product Images and all derivative works based on same and destroy any copies remaining in their possession.  

5.6. The Publisher shall not at any time engage in advertising or marketing directed towards children under the age of 18 with respect to the Compilation Work.  

5.7. THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.   

6. Limitation of Liability; Indemnity  

6.1. The Parties shall indemnify, defend and hold harmless the other party in respect of all claims or damages claimed by a third party arising from any inaccuracies in or breaches of any representation or warranty made in this Agreement.  

6.2. No action or proceeding relating to this Agreement may be commenced by either party more than one (1) year after the cause of action arises.  

6.3. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR ANY APPLICABLE STATUTORY PROVISIONS, IN NO EVENT shall either party be liable to the other for any indirect, incidental, special or consequential damages, including, without limitation, loss of profits, revenue, goodwill, data or use, howsoever arising from any breach of this contract, fundamental or otherwise, or from any negligent acts or omissions of their respective employees or agents.   

7. Transfer or Assignment of Rights  

7.1. The Licensor may assign all of its rights and obligations set out in this Agreement and upon such assignment shall be released from all obligations hereunder. The assignee shall then assume all the rights and obligations of the Licensor hereunder and become the Licensor under this Agreement.  

7.2. The Publisher may transfer, assign, sublicense or encumber its rights and obligations under this Agreement (voluntarily, by operation of law or otherwise) after meeting the following conditions:   

a) The Publisher shall provide, in writing, the name and address of the transferee; and 

b) upon transfer, the transferee shall then assume all the rights and obligations of the Publisher hereunder and become the Publisher under this Agreement.   

8. Termination  

8.1. This Agreement shall remain in effect until terminated as provided herein or upon expiry of copyright in the Product Images in accordance with the terms of this Agreement.  

8.2. The Licensor or Publisher may terminate this Agreement upon 30 days prior notice to the other in the event of a breach of inaccuracy or breach of any representation or warranty made in this Agreement.   

9. General  

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada, and any dispute stemming from this Agreement shall be submitted to the exclusive jurisdiction of the courts of the Province of Ontario, Canada. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.  

9.2. Language: The parties hereto have required that this License and all documents relating hereto be drawn-up in English.  

9.3. Force Majeure: Neither party shall be liable to the other party for anything beyond its reasonable control, including without limitation, acts of God, acts or omissions of Publisher, acts of government, war, strikes, lockouts, embargoes, failure of communications networks, or denial of service/access attacks.  

9.4. Notices: Any notice required or permitted to be given by one party to the other under this Agreement must be in writing and be personally delivered, sent by courier, by facsimile, or by prepaid registered mail. A party may change its address by notice to the other party. Notice that is mailed will be deemed to have been received five (5) business days after the date of mailing. Notices personally delivered, sent by courier, or by facsimile will be deemed to be received on the next business day.  

9.5. Severability: Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement in that or any other jurisdiction, which remaining provisions shall continue in full force and effect.  

9.6. Termination: Termination of this Agreement, for any reason, shall not prejudice or affect the accrued rights, claims, and liabilities of either party hereto.  

9.7. Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the parties with respect to the License provided by the Licensor to the Publisher. This Agreement may not be modified or amended except by written amendment signed by the parties hereto.  

9.8. Counterparts and Facsimile Copies: This Agreement or any amendment thereto may be executed and delivered electronically in counterparts, and if so executed all counterparts when taken together shall compromise one and the same instrument, and facsimile or digital copies of signatures shall be treated as originals for all purposes.   

IN WITNESS HEREOF, the parties have executed this Agreement as of the date shown below. 

Schedules A, B, and C are additional sections that are specific and unique to each company. 

Schedule A displays the original image of the product that I wish to use in the Tarot deck.

Schedule B displays the completed Tarot card design, including the image shown in Schedule A, and any other additional imagery that is included in the design. This is how the card will look when it is published.

Schedule C is a section where each company has an opportunity make their own specific requests that are unique to their individual situations. 

Collected here are several special points of interest with explanations of each.

They were recommended to me by pillars of the pleasure product industry and specifically included in this licensing agreement for the benefit of the manufacturing companies.  

This contract covers the production and sale of the Tarot deck and of the colouring book only.

As seen in the opening definitions of the term "Compilation Work."

I am not asking for, nor are you granting permission to make any additional commercial products. 

This contract only gives me permission to produce and sell a Tarot deck, and a colouring book (comprised of the same images) that have been approved by your team. 

Absolutely no other bi products will ever be sold for monetary value, like stickers, mugs, or T-shirts, without having to introduce a new agreement with each company involved.

All intellectual property remains yours.

As seen in Section 2.

The contract seeks to license the use of a product image to be featured in the Tarot deck and accompanying colouring book. You are not signing anything over to me other than permission to use the approved image in the Tarot project.

Each individual company is protected against being involved in any general lawsuits that arise as a result of this project. 

As seen in Section 6.

This section was added because of a conversation with a representative who was concerned about a theoretical class action lawsuit that could affect everyone involved in the project. 

This contract protects each company by preventing them from being involved in any future potential lawsuit that may arise as a result of this project.

This is a transferable agreement. 

As seen in Section 7.

This section was added as a result of a conversation I had with a company representative who was concerned that the artwork may change if rights to the deck of cards ever gets sold or licensed to a larger manufacturer.

If the opportunity ever arises to sell or license the rights to this deck of cards to a larger manufacturer who can make the project more widely available, the Vibrating Tarot Licensing Agreement can and will be transferred as it is. 

This protects each company by ensuring that no changes to the contract or the artwork can be made without drawing up a brand new contract with each of you.

Specific and unique to each company. 

As seen in Schedule C, at the end of the document.

Section C is a spot that is left open for any specific or unique requests that any company may have. 

Section 4 in the Vibrating Tarot Licensing Agreement is called Licensor Obligations, and it deals with what is known as Moral Rights. 

Let's recap the section and then I'll provide a detailed explanation. 

___

The Licensor hereby irrevocably waives and agrees to waive any moral rights, or similar rights in and to the Product Images in favour of the Publisher to the extent the Product Images are used by the Publisher in accordance with the terms of this Agreement and to require all persons engaged by them to create the Product Images to do the same.  

___

This section was added for a very specific reason and I think it is misunderstood by most people because of the term “Moral Rights.”

Moral Rights is a specific legal term and is not simply language that describes the rights that you have as the Licensor in terms of your moral compass. 

This section pertains specifically to the original photographer of the product image and their rights to object against the use of their original work in the Vibrating Tarot project. 

The best way to understand it at its core is to say that Moral Rights always belongs to the original creator of the image, in this case, the photographer. They do not ever belong to the copyright holder of the image.

In the case of Vibrating Tarot, I am asking for your signature on the licensing agreement, and by including the moral rights clause, I’m protecting myself against your photographer suing me if they find out down the road that their image was used in the Tarot deck without their consent. 

This is especially important in any case where the person signing Vibrating Tarot’s contract is not the same person who shot the photograph.

We cannot collect all signatures from every photographer, so this clause is a way for us to acknowledge the original photographer, and for you to state that you have agreements with them that waive the moral rights they have to their original work.

As long as you have proper agreements with your photographers, and they won’t try to sue you for licensing their image to Vibrating Tarot, and in turn sue me for using the image in the Tarot deck, we have nothing to worry about. 

If any company desires, I'm perfectly happy to invite all of your photographers who shot images pertaining to the images used in the Tarot deck to sign the Vibrating Tarot Licensing Agreement along with you, the Licensor, making the moral rights clause irrelevant because we are all signing for the same thing, which is the use of the image in the Tarot deck.

Again, moral rights belongs to the original photographer, not the copyright holder. 

Moral Rights breaks into three sections: 

1 the right of credit or association:

This is basically the important one for us to maintain because we will be crediting each product manufacturing company in the Vibrating Tarot project, not each photographer.

2 the right of integrity:

This means that an author/creator has the right to prevent anyone from using their work in association with a product, service, cause, or institution. The “product, service, cause, or institution” that is being referred to in this case is the Tarot deck product itself.

3 the right of anonymity or context:

This one is also important to maintain as we will be crediting each product manufacturer and have no power over each photographer’s individual association with the manufacturing company they work for.

The Licensor always has the right to launch legal action against the Publisher if the Publisher is involved in handling the project in a way which is found to be nefarious. 

The moral rights clause does not affect your ability to do this. 

However, if an unaffiliated third party takes the Tarot imagery and uses it in a nefarious way without the Publisher’s consent, of course, the Licensor can sue the third party, but would not be able to sue the Publisher. 

Again, this is not affected by the moral rights clause in any way.

The moral rights clause only governs whether or not the original photographer can launch their own lawsuits as well.

Thanks for reading my explanation of the moral rights clause. 

It is important that we all land on a version of this licensing agreement that we can all agree on, so I am sharing it with you all here in an open forum. 

I am very open and willing to listen to and implement your feedback, so please contact me anytime to continue our discussion.

Copies of this contract are currently being sent out to each company.

Thank you to everyone for their kind help and thoughtful consideration.

Frank Lawrence, B.Des

Vibrating Tarot

by Pallor Publishing

vibratingtarot@gmail.com