DESIGN CONTRIBUTOR AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS
AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND KESHELLE, LLC, A LIMITED LIABILITY COMPANY REGISTERED
IN THE STATE OF WEST VIRGINIA, USA. KESHELLE, LLC OWNS AND OPERATES THE WEBSITE 3DJEWELRYMODELS.NET
BY CLICKING ‘I ACCEPT’ BELOW, YOU WILL HAVE SIGNALLED YOUR AGREEMENT
TO THESE TERMS AND CONDITIONS. 3DJEWELRYMODELS.NET WILL BE DEEMED TO HAVE ENTERED
INTO THIS AGREEMENT ONCE YOU HAVE CLICKED ‘I ACCEPT’.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT UPLOAD A DESIGN
TO WWW.3DJEWELRYMODELS.NET.
1. DEFINITIONS
"Accepted Design" a design approved by 3DJewelryModels.net.
“Business Day” means a day (other than a Saturday, Sunday or public
holiday) when banks in USA are open for business.
"Design" means a file, graphic and shall include all metadata, keywords,
descriptions and captions associated with the Design.
"Intellectual Property Rights" means all copyright, patents, database
rights, registered and unregistered design rights, topography rights, trademarks
and service marks and applications for any of the foregoing, together with all
trade secrets, know-how, rights to confidence and other intellectual and industrial
property rights in all parts of the world.
“Licensed Rights” has the meaning given to it in clause 3.1.
“Licensee” means any person who is granted a license to use an Accepted
Design via the Website in accordance with the terms of the 3DJewelryModels.net
Licensing Agreement.
“3DJewelryModels.net Licensing Agreement” means the agreement under
which 3DJewelryModels.net licenses an Accepted Design to a Licensee.
“Price” means the license fee in relation to the Accepted Design as
set by us in accordance with clause [6.1] which shall form the basis for the fee
that is charged to Licensees in accordance with the 3DJewelryModels.net Licensing
Agreement.
“Standard Section” the section of the Website containing Designs,
each of which may be sold to multiple Licensees.
“Website” means 3DJewelryModels.net..
2. SUBMISSION, ACCEPTANCE AND PROPERTY OF DESIGNS
2.1. Upon submission of a Design to the Website, 3DJewelryModels.net shall, at
its sole discretion, decide whether such Design shall be accepted, upon making
such decision, e-mail you to confirm the same.
2.2. 3DJewelryModels.net may accept or reject any Design submitted to it in its
sole and absolute discretion. 3DJewelryModels.net also reserves the right to:
2.2.1.remove an Accepted Design from the Website;
2.3. Subject to the terms of this agreement, all Intellectual Property Rights
in an Accepted Design shall at all times be and remain your property.
2.4. You hereby waive in favour of 3DJewelryModels.net and all its assignees and
successors in title all moral rights in the Accepted Design (i.e. the right to
be identified as its author and object to its derogatory treatment) to which you
may be entitled under the Copyright Act as amended from time to time and under
all similar legislation from time to time in force anywhere in the world.
3. GRANT OF LICENSE
3.1. In consideration of acceptance and placement of your Design on the Website, you hereby grant to 3DJewelryModels.net
either a non-exclusive license to use the Accepted Design for the full period
of copyright in it including all periods of renewal, extension and revival of
the copyright and thereafter in perpetuity and all necessary consents under the
Copyright Act of 1976 as amended from time to time or any enactment that replaces
it to enable us to publish, exhibit, use and otherwise exploit an Accepted Design
whether alone or incorporated in or in conjunction with other works worldwide
and in all formats and media now known or hereinafter devised and, in particular,
to sub-license the Accepted Design to a Licensee in accordance with the terms
of the 3DJewelryModels.net Licensing Agreement and to promote the Website (the
“Licensed Rights”).
3.2. You grant to 3DJewelryModels.net complete and sole discretion regarding the
terms and conditions of licensing the Accepted Design to a Licensee and any other
third party and acknowledge that 3DJewelryModels.net does not guarantee that the
Accepted Design will be licensed accordingly. Notwithstanding the foregoing, 3DJewelryModels.net
acknowledges it
3.3. 3DJewelryModels.net shall not be liable to you for any costs, expenses, loss
or damage (whether direct, indirect or consequential and whether economic or other)
arising
3.3.1. a Licensee, or any other third party, breaching and/or exceeding the rights
3.3.2. any unauthorized access to the Website which results in a breach of your
Intellectual Property Rights in the Accepted Design.
4. YOUR UNDERTAKINGS
4.1. You hereby warrant and undertake that:
4.1.1. you are the sole owner of the Intellectual Property Rights in the Accepted
Design and have full authority to enter into this agreement;
4.1.2. you have not licensed any Intellectual Property Rights in the Accepted
Design to any third party prior to submitting it to the Website;
4.1.3. all captions, metadata, descriptions, headlines and tags in relation to
the Accepted Design are accurate and truthful;
4.1.4. the Accepted Design does not incorporate any material that infringes the
Intellectual Property Rights of any third party;
4.1.5. the Accepted Design does not contain any obscene, blasphemous or defamatory
matter, and its exploitation shall not place any person in contempt of court,
in breach of any provision of any statute or give rise to any other criminal or
civil liability;
4.1.6. you are not aware, having made full and reasonable enquiry, of any claim
by any third party that the Accepted Design or any pre.existing material incorporating
the Accepted Design or included within the Accepted Design, or the exploitation
of the Accepted Design by either party, has infringed or will infringe any Intellectual
Property Rights or any other rights of any third party and you agree that you
shall immediately inform 3DJewelryModels.net if you become aware of any such claim;
and
4.1.7. you have used all reasonable endeavours to secure all third-party permissions
and releases necessary to grant the Licensed Rights to 3DJewelryModels.net and
have made or will make in a timely manner all payments due to any such third parties
necessary to enable 3DJewelryModels.net to exercise the rights granted to it under
this agreement. You hereby acknowledge that 3DJewelryModels.net shall not be liable
for any such payments.
4.2. You hereby indemnify and hold harmless 3DJewelryModels.net and shall at all
times keep 3DJewelryModels.net indemnified against all actions, proceedings, costs,
claims and damages whatsoever incurred by or awarded against 3DJewelryModels.net
and compensation agreed by 3DJewelryModels.net in consequence of any breach or
non.performance by you of any of the warranties and undertakings in this agreement.
5. PROTECTION OF INTELLECTUAL PROPERTY
5.1. 3DJewelryModels.net shall immediately notify you in writing giving full particulars
if any of the following matters come to its attention:
5.1.1. any actual, suspected or threatened infringement of the Intellectual Property
Rights in the Accepted Design;
5.1.2. any claim made or threatened that the Accepted Design infringes the rights
of any third party; or
5.1.3. any other form of attack, charge or claim to which the Intellectual Property
Rights in the Accepted Design may be subject.
5.2. In respect of any of the matters listed in clause 5.1, it is acknowledged
that, subject to clause 4.2:
5.2.1. you shall, at your absolute discretion, decide what action to take, if
any;
5.2.2. you shall have exclusive control over, and conduct of, all claims and proceedings;
5.2.3. 3DJewelryModels.net shall not make any admissions other than to you and
3DJewelryModels.net shall, at your cost, provide you with all assistance that
you may reasonably require in the conduct of any claims or proceedings; and
5.2.4. you shall bear the cost of any proceedings and shall be entitled to retain
all sums recovered in any action for your own account.
6. PRICING AND PAYMENT
6.1. Once a Design has been confirmed, in accordance with clauses 2.1 and 2.2,
as an Accepted Design, we shall set a Price for the Accepted Design and we shall
be entitled to amend the Price at our sole and absolute discretion at any time,
but only with prospective effect.
6.2. In full and final consideration of the upload of the Accepted Design and
the grant of the rights hereunder, 3DJewelryModels.net agrees to pay you the a percentage of commission based on the selling price
in respect of each Accepted Design it licenses to a Licensee in accordance with
the terms of the 3DJewelryModels.net Licensing Agreement.
6.3. When a Licensee buys a licence of an Accepted Design in accordance with the
terms of the 3DJewelryModels.net Licensing Agreement, 3DJewelryModels.net shall
notify you via an automated email which shall stipulate the Price (at the time
the Accepted Design was licensed) to be credited to your registered account on
the Website transfer of such funds to your Paypal account in accordance with the
instructions set out on the Website. You acknowledge that 3DJewelryModels.net
shall not be in breach of this clause if your email spam filter (or any similar
technology) prevents any 3DJewelryModels.net notification email from arriving
in your inbox.
6.4. You shall be responsible for the filing of all tax returns and the payment
of all income tax and charges of a similar nature raised or charged in respect
of all monies due to you pursuant to this agreement.
6.5. You expressly agree and acknowledge that any payment due under clause 6.2
is in full and final compensation for all rights granted hereunder and (without
prejudice to the generality of the foregoing) you expressly acknowledge that you
shall not be entitled to any further fees or compensation from 3DJewelryModels.net
in respect of the exploitation of the Accepted Design.
7. TERM AND TERMINATION
7.1. This agreement shall continue until terminated by either party in accordance
with this clause 7.
7.2. This agreement may be terminated immediately by either party for failure
of the other party to comply with any material term of the agreement, if after
thirty 30 days of receipt of notice of such failure, the default is not cured.
7.3. You shall have the right to terminate this agreement immediately by either
removing the Accepted Design from the Website or closing down your registered
account on the Website.
7.4. Upon termination of this agreement for any reason and subject to any express
provisions set out elsewhere in this agreement:
7.4.1. all rights and licences granted pursuant to this agreement shall cease,
save that:
7.4.1.1. 3DJewelryModels.net’s right to use the Accepted Design to promote
the Website under clause 3.1 shall continue following the date of termination,
albeit solely for use within existing promotional material at the date of termination;
and
7.4.1.2. such termination will not affect the terms of any 3DJewelryModels.net
Licensing Agreement and any such licence will continue in full force and effect
according to its terms.
7.4.2. unless already removed, the Accepted Design may be removed from the Website
within [28] Business Days of the date of termination.
8. MISCELLANEOUS
8.1. 3DJewelryModels.net shall be entitled to assign or license all the rights
granted to it under this agreement to any third party without notice to you. You
shall not be entitled to assign or sub-license your rights under this agreement.
8.2. All notices to be served in accordance with this agreement may be served
by email. The email address of 3DJewelryModels.net shall be as displayed on the
Website from time to time and your email address shall be as set out in your registered
account details on the Website, as may be amended from time to time. For the avoidance
of doubt, your email address shall not be disclosed to any other party by 3DJewelryModels.net,
save for its employees, officers, representatives or advisers who need to know
such information for the purposes of carrying out 3DJewelryModels.net 's obligations
under this agreement and as may be required by law, a court of competent jurisdiction,
any governmental or regulatory authority or if we sell 3DJewelryModels.net or
any of its assets.
8.3. If any provision or part-provision of this agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any modification
to or deletion of a provision or part-provision under this clause shall not affect
the validity and enforceability of the rest of this agreement
8.4. This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between them, whether written or oral, relating to its subject
matter.
8.5. This agreement shall be governed by and read in and construed in accordance
with the Laws of the United States of America and the parties hereto submit to
the exclusive jurisdiction of the Courts of the United States of America for the
settlement of any disputes hereunder.