Assent to modified terms? Let's say there is a contract between ARTIST and COLLAGER. The contract says that COLLAGER will arrange several of ARTIST's specified works into a collage for some price, using a layout that ARTIST approves of. It also says that ARTIST retains all copyright of the individual works and the final collective work. Both agree. COLLAGER then sends ARTIST a proposed layout, which has &quot;© COLLAGER [year].&quot; written unambiguously on the collage. COLLAGER asks ARTIST to &quot;Please approve this by signing next to the copyright statement&quot;. ARTIST does. Is the copyright statement on the layout proposal considered an offer? And is signing next to it considered assent? As long as COLLAGER doesn't say that the previous contract is void/replaced, does ARTIST have any risk of losing copyright ownership to COLLAGER?
The artist and collager have a contract that states that the artist retains the copyright to the final collective work. To arrive at any other outcome, they both must agree to a new contract. One could argue that no new contract was agreed to for two separate reasons: Firstly, the request to &quot;approve by signing next to the copyright statement&quot; is not very specific, understandable contract language that unambiguously is intended to transfer the copyright to the collager. Whether the specific language the collager used to make the new proposal is indeed a contract is debatable. A contract requires &quot;mutual assent&quot;, which is tested legally by how a &quot;reasonable person&quot; would interpret the contract - it's far from guaranteed that most reasonable people would interpret the correspondence as a mutual decision intended to transfer copyright. Secondly, a contract requires consideration - one cannot enter into a contract where one side gets unilateral benefit and the other side gets nothing whatsoever. Even if the language used would constitute terms specific enough for a contract, there is certainly no consideration involved - the collager is proposing that they get the copyright to the collective work, while the artist gets nothing. Because there is no consideration for the artist, it is not a valid contract. For these two reasons (especially the second one), the artist has a strong case that they have not entered into any other contract or contract amendment other than what they originally agreed to, which states that the artist owns the copyrights to both the original and collective works. The legal argument is that collager never proposed a valid new contract, because they used ambiguous language that did not result in mutual assent, and did not offer anything in return.
The first thing that has to be done (in court, or via lawyer-to-lawyer communication) is that The Company has to prove that they own the copyright. If they accomplish that, you can defend yourself by providing proof of a license to download and redistribute. From what I can tell, you cannot directly prove that, since the rights-holder did not give you the license. The issue is that a third party cannot impose a license on a work simply by putting it out there with a file that claims to be a license from the artist. So this brings in the Free Music Archive: they presumably have some evidence that the rights holder did indeed grant the alleged license, and may be able to provide proof. Your argument may be credible, in the sense that you had a good-faith belief that the item was so licensed, and the website would provide a basis for concluding that that belief is reasonable. If the work was licensed, then the some rights holder would know that, but not necessarily the current one. Assume the artist made a recording, transferred the rights to Company A, who later sold the rights to Company B who is now coming after you. Artist may have licensed it when it was his, and forgot to tell A. A may have licensed it when they sold the license to B. Artist may have improperly licensed it after he sold the work to A (under the "I wrote it, I have the right to do whatever I want" non-legal theory). A might have improperly licensed the work after selling the right to B (maybe by mistakenly including it in a package deal, i.e. via bookkeeping error, rather than ignorance of the law). Or, they may simply have forgotten. If this is a DMCA takedown notice, the notice-giver could just be abusing the system. But we don't know how you were contacted, so I'll leave DMCA out of this for now.
First Sale Doctrine One of the rights a copyright holder has is an exclusive right &quot;to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending&quot;. 17 U.S.C. 106(3). This is distinct from the reproduction right they have to make copies or derivative works. So, absent a licence, you can neither make the model nor distribute the model. If you are operating under a licence, that is a legally binding contract between you and the copyright holder. If it says that you cannot give away models, then doing so is a breach of that contract and a breach of copyright for which you could be sued. However, if you did sell or give away the model to a third party, that would be a lawful transfer of title in the object itself, even though it is a breach of contract. An innocent third party (i.e. one who has no knowledge of the breach) would be a lawful owner and could do what they liked with the object and, under the first-sale doctrine, is not bound by the licence. If you were to die, the executor or administrator of your estate would be bound by the terms of the licence (whether they knew about them or not), and if they breached them, they would be liable for that breach. If done in good faith, they could seek indemnity from the estate, but if the estate has insufficient funds or has been finalised, they would be personally liable. This is largely theoretical as the copyright owner would have to pursue their claim so promptly that unless they were actively monitoring the death notices for anyone who ever downloaded their model, they would miss their chance. A third party who received the physical model from the estate, either by buying it or being given it as a beneficiary, would own it and have first-sale doctrine rights. Although originally a US concept (Bobbs-Merrill Co. v. Straus 1908), it is my understanding that the first-sale doctrine has since spread to all common-law countries. The last was Australia in Calidad v Seiko Epson [2020] HCA 41. ... the public ... The above analysis presumes that the people you are gifting the models to are &quot;the public&quot;. This may not be the case where the models are distributed to a small circle of people like family and friends. In that case, there is no general right of distribution, and the copyright owner would need to rely on their right of reproduction. That is, in making the copy in order to give the object away, you breached the licence. This becomes problematic when your decision to give away the object happens later, possibly years later, possibly after you're dead. So, it might not be a problem for the executor or administrator to distribute the object to a beneficiary, but it might be a problem to sell it at a deceased-estate auction. The former is not distribution to &quot;the public&quot;; the latter is.
The reason is 17 USC 106: the owner of copyright under this title has the exclusive rights to do and to authorize any of the following... (2) to prepare derivative works based upon the copyrighted work The original picture is the underlying protected work. The ASCII reproduction is a derivative work. If you get permission to make the derivative work, it is okay. Otherwise, it is copyright infringement. There is an escape clause, "fair use", which amounts to taking a chance that you won't be sued and then arguing that you didn't do them any prohibited harm. If you make any money off of the game, you have a major strike against you. I suggest reading the fair use FAQ; basically, it is really hard to know how a fair use defense will fare, but based on prior cases, I'd say it's infringement, not fair use.
Here is an example: The Author agrees to hold harmless and indemnify the Journal and The University against any legal claim or action or expense of any nature arising from any claim of infringement of copyrights or proprietary rights resulting from publication of the manuscript or claims of libel, obscenity, unlawfulness or invasion of privacy arising out of anything contained in the manuscript as furnished by the Author. Suppose Author infringes the copyright of Jones, by copying large parts of it into Author's work. Author is now in legal trouble because he illegally copied stuff into his manuscript, but Journal is also in big (bigger) legal trouble, because it made many copies of Jones' word and sold them. Jones will now sue everybody, mostly the Journal (since Journal has money, and Author doesn't). Thanks to the indemnity clause, when Journal gets sued, all of the costs (of litigation and judgment) have to be born by Author. The primary purpose is to protect Journal from suits by third parties. Nothing can keep you from getting sued, but such a clause (theoretically) means that the person whom your contracting with has to cover the cost of his wrong-doing (assuming that he is not a turnip). The term "hold harmless" is there to guarantee that Author can't decide to sue Journal for publishing a libelous or infringing article. The functions are similar, but not totally the same: this and references therein could be interesting reading, by way of more details. He argues against using both terms, and instead you should use only "indemnify". In this case, the court said "When two words are used in a contract, the rule of construction is that the words have different meanings", which caused the court to assign distinct meanings to the words (which are typically used as though they mean the same thing), which doesn't seem to have been the original intent.
It is certainly possible to transfer a copyright or other IP without an explicit charge, indeed it can be a pure gift, and normally would be when it is left by will, as is common enough. From a paid consultant it might be clearer to include a statement that the transfer is part of the consulting assignment, rather than putting a price of zero in a blank. But one could instead convey a permanent non-exclusive license, granting permission to use or modify the work in any way desired, ans saying that this is provided as part of the consulting process. Then there would be no question of what rights the consultant retained, or that the same or a very similar solution could be provided to different clients. Indeed such a license would not be so very different from a CC-BY license, or any of several open source licenses, although I would not use one of those by name. But the legal effect would be much the same, and the wording could be similar. Otherwise there could be a later claim that the right transferred precluded the consultant from using the same solution for other clients. Even if such a claim was not legally sound, and was not upheld, it could be a distraction and costly of time and energy at least.
The notice has a lot to do with legacy requirements in the United States to claim the copyright to a work. Up until 1989, the copyright notice was required. Today, the statements are mainly maintained to protect against "innocent infringement" which might reduce what a content owner can get in court. What exactly do those terms entail? That the owner stated owns all rights and you may do nothing with the content. My biggest concern is this: by writing that, is the company claiming to own everything on the website, even potentially copyrighted user-submitted material? That's exactly what they are doing. Depending on the terms of the specific site, content contributors generally either assign copyright to the site owner or license the content in a way that allows the site owner to do exactly what they want with it. Site creators with the smarts or money to do it right/get someone to do it right usually state something like: Copyright [Site Owner] and contributors. Other sites (like this one) state specifically what they hold the copyright to: site design / logo © 2015 Stack Exchange Inc THIS IS NOT LEGAL ADVICE. CONSULT AN ATTORNEY REGARDING YOUR SPECIFIC SITUATION.
First of all derivative works are not exactly "illegal". They are fully legal if the owner of the copyright in the original work has given permission. If no permission has been given, they may be copyright infringements. But they may fall under an exception to copyright. Under US law, the most common exception is "fair use". See this question and answer for more on fair use. But particularly relevant in this case is that a parody is usually a fair use, although as in every fair-use decision, there is pretty much no clear-cut, hard&amp;fast rule on what is and is not fair use. In the UK and much of the EU (or maybe all of it, I am not sure) there is a somewhat similar concept known as "fair dealing". It is also an exception to copyright. So it is possible that such works fall under fair use, fair dealing, or another exception to copyright, or that the rights-holder has given permission. Secondly, copyright infringement is a tort, not a crime, under most circumstances. It is enforced when, and only when, a copyright-holder chooses to take action, sending a take-down notice or copyright complaint, of filing suit for infringement. Some rights-holders choose as a matter of policy not to take such actions, thinking that such derivative works actually benefit them. That is their choice to make. Some rights-holders don't have the time or money to track down and take action against most infringements, and will only act if they think the derivative work will in some way cost them a lot of money or harm their reputation. Some rights-holders may just not have heard, yet, of specific possible infringing derivative works. As for Acta2, it has not yet been approved, the Wikipedia article linked in the questions says: In order for the text of the directive to become law in the EU, it must be approved by the European Council on 9 April 2019 The article also mentions significant continuing opposition. If it is approved, it is not clear, to me at least, how it will affect sites hosting such content, nor how it will interact with the copyright law of individual EU nations. If approved, it will no doubt take some time before enforcement is widespread. And of course it will only apply when EU law applies. If both site and author are outside the EU -- say if both are from the US -- it seems that it could not apply.