This Agreement sets forth the terms and conditions under which a
qualified institution may become a full member of the Art Museum Image
Consortium ("AMICO"), a nonprofit corporation organized under the
Nonprofit Corporation Act of the District of Columbia. This Agreement
is made and entered into as of this ____ day of ________ 1998 (the
"Effective Date"), by and between AMICO and _______________________,
Purpose of AMICO
AMICO is operated exclusively for charitable, educational, and cultural
purposes. More specifically, the purpose of AMICO is to assist its
Members: (1) by compiling a collective digital library of visual and
documentary resources documenting works of art (the "AMICO Library");
(2) by providing dramatically increased educational access to the
documentary resources for the benefit of institutions of higher education,
museums, libraries, schools, and other charitable, educational, and
cultural institutions; and (3) by fostering and promoting education
and advancing knowledge in areas related to The AMICO Library, including
scholarship in the arts, humanities, informational sciences, and social
"AMICO Library" means the compilation of AMICO Works and any materials
"AMICO License" means the agreement under which AMICO establishes
the rights and obligations of a user institution.
"AMICO Member" means the enrolled institution participating in The AMICO Library under the terms of this Agreement.
"AMICO Work" means the catalog record and any related digital multimedia
documentation of a work of art in The AMICO Library.
"Subscriber" means a not-for-profit, educational institution, including
a museum or library, that has a current agreement granting it use
of The AMICO Library.
By accepting all of the terms of this Agreement, a qualified institution
becomes an AMICO Member, entitled to all of the benefits of membership
and subject to all of the responsibilities of AMICO Members. The Board
of Directors of AMICO shall establish the policies and procedures
governing enrollment, including the qualifications for and rights
of classes of members. Continued acceptance of all of the terms and
conditions of this Agreement is a condition of membership.
An AMICO Member is entitled to: (1) have free access to and use
The AMICO Library under an AMICO License, (2) have access to the
full range of AMICO Member Services available at the time of membership,
(3) participate in the governance of AMICO, by voting for Members
of the Board of Directors, and (4) name a representative (if desired)
to any or all of the AMICO Working Committees through which policy
recommendations are made.
An AMICO Member is responsible for: (1) complying with all of the
terms and conditions of this Agreement and such policies and guidelines
governing AMICO membership as the AMICO Board of Directors and its
Working Committees may adopt from time to time; (2) making timely,
annual contributions of multimedia documentation of works of art
to The AMICO Library without conditions or restrictions except the
express conditions or restrictions of the creator or copyright owner
of the original work of art; (3) ensuring that such contributions
conform to the AMICO technical documentation standards; and (4)
promptly paying all membership dues and any charges or fees, as
established by the AMICO Board.
Intellectual Property Rights
AMICO Member warrants and represents that, to the best of its knowledge,
the rights granted herein will not infringe the rights of any third
party. AMICO Member further warrants and represents that it has
a conducted a review of the rights granted herein according to documented
internal policies and procedures.
Grant of Rights
AMICO Member hereby grants to AMICO a non-exclusive, worldwide
license to reproduce, distribute, publicly display, and make derivative
works based upon the contributed multimedia documentation of a work
of art, or any portion thereof, and to license their use by Subscribers,
solely as part of or in connection with the compilation and distribution
of The AMICO Library.
Withdrawal of Disputed AMICO Works
AMICO Member may withdraw from its contribution under this Agreement
particular contributed multimedia documentation for good cause shown.
Any claim, dispute or action related to contributed multimedia documentation
shall be deemed to establish good cause shown for the withdrawal
of such documentation. AMICO Members shall be responsible for promptly
notifying AMICO of any claim, dispute or action related to contributed
multimedia documentation. Within ten (10) days of the receipt of
such notification, AMICO shall withdraw such multimedia documentation
and provide notice thereof to Subscribers. AMICO Licenses shall
provide for the withdrawal of any disputed AMICO Work within ten
(30) days of the receipt such notice of withdrawal.
Acknowledgment of Ownership
AMICO Member acknowledges that AMICO shall be the sole and exclusive
owner of The AMICO Library, including all related copyrights, trademarks,
tradenames, and other intellectual property rights, currently in
existence or later developed.
To the extent authorized by law, each party to this Agreement shall
jointly and severally indemnify and hold harmless each other party,
its employees, officers, and directors from and against any and all
liability, damage, loss, cost or expense, including reasonable attorney's
fees, costs, and other expenses arising out of or in any way resulting
from any activity undertaken under this Agreement.
Term and Termination
This Agreement shall come into force as of the Effective Date and
shall remain in force for an initial term of two years from the
Effective Date, unless terminated as provided for in this section.
Term of AMICO Licenses
AMICO shall not, under the rights granted under this Agreement,
offer Subscribers licenses that exceed one year.
This Agreement shall automatically be renewed for an additional
period of one year, unless either party gives the other party written
notice of non-renewal at least ninety (90) days before the end of
the initial term or the renewal term.
Either Party, at its option, may terminate this Agreement upon
at least ninety (90) days' prior notice. Immediately upon receipt
of such notice, AMICO shall cease to issue new AMICO Licenses for
the multimedia documentation of the terminating AMICO Member beyond
the term of the licenses then in effect. However, notice of termination
shall have no effect on AMICO licenses then in effect.
Dissolution of AMICO
In the event of the dissolution or final liquidation of AMICO, AMICO
Member shall take all reasonable steps to ensure that its contributed
multimedia documentation remain available under the terms and conditions
of AMICO Licenses then in effect, and towards this end AMICO Member
also shall cooperate with any successor charitable, educational or
cultural organization to AMICO.
AMICO may give written notice to AMICO Members under this Agreement
by electronic mail, by a general posting on the AMICO Discussion
List, by facsimile transmission (with receipt confirmed), or by
conventional mail. In the case of electronic mail or general posting
to the AMICO Discussion List, notice shall be deemed to have been
given on the day of the delivery of the transmission. In the case
of conventional mail, notice shall be deemed to have given on the
fifth business day following the day of mailing if mailed postage
The Parties to this Agreement shall not assign, subcontract, or
sublicense this Agreement or any of the rights and obligations thereunder.
Entirety of Agreement
The terms and conditions of this Agreement and its exhibits supersede
all prior oral and written agreements between the Parties with respect
to the subject matter of this Agreement and shall constitute the
entire agreement between the parties with respect to the matters
contained herein. This Agreement shall not be modified or amended
except by writing duly executed by authorized representatives of
Choice of Law
This Agreement shall be interpreted, governed and enforced under
the laws of the District of Columbia, without regard to its conflict
of law rules. Any claims or disputes arising out or relating to
this Agreement shall be resolved by binding arbitration to be held
in the District of Columbia in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon
the award by the arbitrators may be entered in any court having
Use of Names
AMICO acknowledges that the names of AMICO Member may not be used
in any manner or through any medium, whether written, oral or visual,
for any purpose whatsoever, including advertising, marketing, fundraising,
promotion or publicity, without the prior written approval of AMICO
Member. However, the name of AMICO Member may be used to indicate
membership in AMICO in a list of all other AMICO Members.
For purposes of providing guidance and direction in daily operational
matters, granting approvals or withholding same, and for general
project coordination, AMICO Member shall be represented by_______________________.
IN WITNESS THEREFORE, the Parties have caused this Agreement to
be executed as the first day and year written first above.
Art Museum Image Consortium_______________________