EDWARD LOUIS DESIGNS, LLC
PHOTOGRAPHY CONTEST TERMS & CONDITIONS
ASSIGNMENT AND CONSENT AGREEMENT
[This Agreement assumes that the rules of the Contest proceed the following terms and conditions, which rules should also be acknowledged and consented to upon entry.]

The terms and conditions of this Assignment and Consent Agreement (the “Agreement”) are binding upon and applicable to any person or entity who (a) creates or owns any photograph(s) and the copyright(s) thereto, and (b) enters and submits the same photograph(s) with and to Edward Louis Designs, LLC (the “Company”), pursuant to, in connection with, or arising out of the Oklahoma Trading Card Photography Contest (the “Contest”). Any person or entity who submits a photograph to the Company for the Contest shall hereinafter be referred to as an “Assignor” under this Agreement. The Assignor and Company may hereinafter individually be referred to as a “Party”, or collectively referred to as the “Parties.”

By actively entering the Contest and submitting any photograph to the Company through this website or portal, the Assignor hereby consents to and accepts these terms and conditions, and further represents, warrants, and agrees as follows:

Creator and Owner. Assignor is the sole creator and/or owner of all photographs, and the copyrights thereto, herein submitted (the “Copyrighted Work”), and Assignor has full power to enter into this Agreement and that this Agreement does not infringe the rights of any third party or parties.

Exclusive and Unlimited Copyright. Assignor has the exclusive right to use, copy, recreate, distribute and transfer the Copyrighted Work without limitation.

No Restrictions. The Copyrighted Work is free and clear of any liens, encumbrances, licenses or legal claims of any nature contesting or restricting the ownership, moral rights, use, creation or re-creation of the Copyrighted Work by Assignor.

Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby irrevocably transfers and assigns to the Company, without reservation or exclusion, in perpetuity and throughout the world, all of Assignor’s rights, titles and interests in the Copyrighted Work being submitted to the Company pursuant to, in connection with, or arising out of the Contest (the “Assignment”). The Assignment shall take effect upon the submission of the Copyrighted Work to the Company, and coincide with the acceptance of these terms.

Future Ownership, Registration & Use. Company shall, from the date of submission under this Agreement, own the Copyrighted Work and all intellectual property rights thereto, to benefit and dispose of these rights in any way, or at any time, all at its sole discretion. Company shall have the right to register the Copyrighted Work in its own name and shall have the exclusive right to dispose of the copyright in any way that the Company sees fit.

Rights of Protection. The rights granted to Company by the Assignment and this Agreement include, without limitation, the right to do any and all acts or things necessary or appropriate to protect the rights granted hereunder, including the copyright, and to institute any actions for such purpose in the name(s) of Company, Assignor, or both Parties.

Registrations, Renewals, and Extensions. Assignor further transfers all rights to Company necessary to secure registrations, renewals, reissues and extensions to the Copyrighted Work, without exception, and agrees to participate in said actions should it be deemed necessary by Company.

Moral Rights. Assignor hereby waives any and all claims of moral rights associated with the Copyrighted Work including, without limitation, the right to be known as the author, the right to object to any alterations to a work, the right to prevent others from being named as the author of a work, the right to prevent others from falsely attributing to one the authorship of work that one has not in fact created, the right to prevent others from making deforming changes in a work, the right to withdraw a published work from distribution if it no longer represents the view of the author, and the right to prevent others from using a work or the author’s name in such a way to reflect on the author’s professional standing.

Attribution. Notwithstanding the other terms, conditions, or provisions of this Agreement (including Section 8 above), Company shall specifically grant back to Assignor the right of attribution in the Copyrighted Work submitted hereunder pursuant to the following conditions:

The Assignor and Copyrighted Work are in compliance with all terms and conditions of this Agreement;
The Copyrighted Work was entered and submitted pursuant to, in connection with, or arising out of the Contest; and
The Copyrighted Work is selected, under the rules of the Contest, by the Company, and used as an official Oklahoma Trading Card that is published, distributed, and/or available to the public or used for commercial purposes.
If these conditions are satisfied, the Oklahoma Trading Card utilizing the image of the Copyrighted Work shall include, on the face of the Card, a written and noticeable attribution to the original author and Assignor of the Copyrighted Work.
Duration of Assignment. The Parties agree that ownership of the Copyrighted Work, and the duration of the Assignment, shall be determined by the laws of the jurisdiction in which this Agreement is concluded.

Release. Assignor hereby releases Company, its officers, members, employees, agents, licensees, successors and assigns, from any and all liability for damages for libel, slander, invasion of privacy, copyright infringement or any other claims arising from the Assignment or the use of the Copyrighted Work.

Relationship. Nothing in this Agreement shall be deemed to create an association, partnership, joint venture or employee relationship between Assignor and Company.

Full Force and Effect. This Agreement shall remain in full force and effect following the submission of the Copyrighted Work and acceptance of the terms by the Assignor, and the Parties hereto shall continue to be bound by the terms and conditions hereof.

Inurement. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their legal successors and permitted assigns.

Further Action of Assignor. Should it become necessary, or as requested by Company, Assignor agrees to sign all necessary documents to procure registration of, or as further necessary to effect the assignment the Copyrighted Work under this Agreement, as and where necessary.

Choice of Law. The Assignment is governed by the laws of the State of Oklahoma without regard to its conflict of law rules.

Entire Agreement. This Agreement contains the entire understanding between the Parties and may not be altered or modified except in a writing signed by both Parties. A waiver by either Party of any breach or default by the other Party may not be construed as a waiver of any other breach or default by such breaching Party.
IN WITNESS HEREOF, by submitting the Copyrighted Work(s) to the Company hereunder, Assignor accepts, agrees, and consents to the terms of this Agreement, and executes the same as an individual or as the Assignor’s duly authorized representative.