(1) Designer who agrees to the terms of this Agreement by ticking the relevant box when registering (DESIGN AUTHOR)
(2) MULTIMEDIA DESIGN OÜ registered in Estonia with a company number 12622600 (DISTRIBUTOR).
(A) The Distributor runs a Company providing artwork in the form of customizable image templates “Products” consisting of artwork available to purchase by clients. These customizable image templates are available to purchase via a Website run by the Distributor.
(B) The Products are designed by the DESIGN AUTHOR who wishes to appoint the Distributor as a distributor of the Products and their sale and promotion on the terms and conditions set out in this agreement.
It is therefore agreed as follows:
- Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement and Background
Commencement Date means the date the DESIGN AUTHOR registers on the Website.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Price means the price as stipulated at Clause 6
Products means customizable image templates displaying artwork designed by the DESIGN AUTHOR consisting of one or more photographs or artwork which the DESIGN AUTHOR permits the Distributor to distribute via their Website.
Website means www.mediamodifier.com or any other related website the Distributor works from
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
- APPOINTMENT and GRANT OF RIGHTS
2.1 The DESIGN AUTHOR appoints the Distributor as its distributor of the Products on the terms of this agreement
2.2 The DESIGN AUTHOR in connection with 2.1 above grants the Distributor the rights to display the products electronically on the Website in any way they see fit and to advertise and promote in any way for sale as a customizable image template.
- DISTRIBUTOR’S OBLIGATIONS
3.1 The Distributor will use its best endeavours to ensure the promotion, sale, and distribution of the Products
3.2 The Distributor will keep full and proper books of accounts and records showing clearly all enquiries, quotations, transactions relating to the Products
3.3 The Distributor will inform the DESIGN AUTHOR immediately of any changes in ownership or control of the Distributor and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributors duties in this Agreement.
- SUPPLY OF PRODUCTS
The DESIGN AUTHOR will use all reasonable endeavours to meet orders for Products forwarded to it by the Distributor for sale on the Website
- DESIGN AUTHOR’S OBLIGATIONS
5.1 The DESIGN AUTHOR will ensure that there is no infringement or unauthorised use of any Intellectual Property in any of the Products supplied to the Distributor and any activities of the Supplier whatsoever do not infringe the Intellectual Property Rights of any third party.
5.2 The DESIGN AUTHOR undertakes that all Products carry suitable and valid digital licences and are in no way in breach of any Intellectual Property Rights namely but not limited to a copyright infringement for use without an appropriate licence.
5.3 The DESIGN AUTHOR will ensure that use or distribution of Products by the Distributor in line with clause 2 will not be in violation of any provision of the Copyright Design and Patents Act 1988
5.4 The DESIGN AUTHOR will supply all copy licences to the Distributor on request including all licence information, agency names, picture code number, image sales orders and invoice numbers
5.5 Where the artwork used in the Products is from other sources the DESIGN AUTHOR will upon request provide information as to its origin to the Distributor.
5.6 In addition to the Distributor’s protection at clause 8.2 the DESIGN AUTHOR undertakes to exclude completely any liability to the Distributor for any breach of the above clause 5
5.7 The DESIGN AUTHOR is obliged to submit original designs as Products. The usage of unaltered stock photography is strictly prohibited. The Product must be an original design. The usage of minor changes like filters, colors and cropping does not imply that the Product can be considered an original design.
- PRICES AND PAYMENT
6.1 On submission for distribution in line with Clause 2 the DESIGN AUTHOR will notify the Distributor of the Price of the Product for promotion and sale on the Website
6.2 Payment is made to the DESIGN AUTHOR’s PayPal account in the beginning of each month for the previous month's earnings in case the earnings amount exceeds minimum payout threshold 50 US Dollars(USD).
6.3 Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this agreement shall be paid by the DESIGN AUTHOR, unless the Distributor has expressly agreed in advance in writing to pay such expenses, costs and charges.
7.1 This Agreement takes effect on the Commencement Date and continues indefinitely after that until terminated on the following grounds:
7.1.1 The DESIGN AUTHOR can terminate this Agreement by giving 14 days written notice to the Distributor.
7.1.2 The Distributor may terminate this Agreement immediately and at any time if the DESIGN AUTHOR:
184.108.40.206 commits a breach of any term of this Agreement and fails to remedy that breach within 7 days or
220.127.116.11 acts in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement
- LIMITATION OF LIABILITY
8.1 Neither party excludes or limits liability to the other party for:
8.1.1 fraud or fraudulent misrepresentation;
8.1.2 death or personal injury caused by negligence;
8.1.3 a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
8.1.4 any matter in respect of which it would be unlawful for the parties to exclude liability.
8.2 The Distributor shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
8.2.1 any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
8.2.2 any loss or corruption (whether direct or indirect) of data or information;
8.2.3 loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
8.2.4 any loss or liability (whether direct or indirect) under or in relation to any other contract.
- FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
12.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1 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.
14.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- NO PARTNERSHIP OR AGENCY
15.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- THIRD PARTY RIGHTS
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Estonian laws.
Each party irrevocably agrees that the court of Estonia will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Effective date: August 3, 2016.