Artist Collaboration Agreement

GENERAL TERMS AND CONDITIONS

As a condition precedent for the execution by KLYDOCLOCK LLC., a Delaware Limited Liability Company (the “Company”) of the Artist Collaboration Agreement to which refers to these general terms (“General Terms” and the “Agreement,” respectively), the Company and the artist whose name is identified under the Agreement (the “Artist”), agree to all of the following (capitalized terms not defined herein have the meaning ascribed to them under the Agreement):

1. Representations, Warranties, Licenses and other Undertakings. The Artist represents, warrants, and undertakes towards the Company, its shareholders, directors, managers, employees, advisors, service providers and their respective successors, as follows:

1. There are no un-settled, pending or, to Artist’s knowledge, threatened litigation, claim or proceeding against the Artist which may prevent the Artist from entering into, or performing all of the obligations of the Artist under this Agreement.

2. When executed and delivered by the Artist, the Agreement and these General Terms will constitute a legal, valid and binding obligation of the Artist, enforceable against the Artist in accordance with their terms.

3. Artist shall perform all duties set forth herein and under the Agreement in full compliance with all applicable laws, regulations, orders, relevant licenses and other legal requirements to which Artist is subject.

4. Artist is not bound by any agreement, either oral or written, which conflicts with the Agreement and/or the General Terms or which would in any way limit the Artist’s ability to fully perform the Artist’s obligations hereunder or thereunder. Artist has the entire worldwide right and power to enter into this Agreement, to perform the obligations herein and the General Terms and to grant the Company all of the rights and licenses granted hereby and thereby.

5. The Art (that was or will be created) is owned exclusively by the Artist. The Art and any materials provided by the Artist in connection with the Art and/or the parties engagement (collectively, the “Art Materials”), are the Artist’s original work of authorship, and no third party has any rights (including no intellectual property rights) in, to, or in connection with the Art Materials, and each portion of the Art Materials is free and clear from any such third-party rights. Artist has the entire worldwide ownership rights in and to the Art Materials, including all intellectual property rights thereof.

6. Artist hereby grants the Company a perpetual, worldwide, non-exclusive, assignable, sublicensable (to end clients, and to promotional partners), except if otherwise agreed between by the Artist and Company in writing under the Agreement – fully paid-up and royalty free, license and right, to (a) integrate the Art with the KLYDO or other Company’s products, and to use and exploit the Art and/or modify the Art as the Company deems required (in its exclusive direction) in order to facilitate and/or better (in a manner the Company’s determine, in its discretion) such integration, (b) use, exploit and/or modify the Art Materials, in order to promote the KLYDO, the Art and/or portions thereof, (c) to prepare and present copies of the Art, to publish such copies, with or without the Artist’s name, on any KLYDO Channel and on any other medium the Company shall desire (including on Instagram, Facebook and other accounts and pages), and to repost over the KLYDO Channels any portion of the Art Materials associated media, from Artist’s social pages or other Artist’s mediums, and (d) to sell, resell, grant use or presentation rights or other licenses (with or without consideration) in or to the Art as part of or separately from the KLYDO. Although the license granted herein is non-exclusive, the Artist undertakes not to grant any third party person any license or other right in or to the Art to the extent the licensee or grantee shall use the Art to compete with the Company.

The Above license is granted for a period of twenty-four (24) months from the delivery of the Art to the Company. However, the sub-licenses granted by the Company to the KLYDO customers survives the termination or expiration of this license, for any reason and for unlimited time. 

7. The Company may, from the date of the Agreement, unless the Artist notifies the Company in writing, disclose the fact that Artist was engaged with the Company, present the Artist’s name, picture, biography and other works on any KLYDO Channel, and the Company is hereby granted with a license to all of the foregoing. Artist is required to review the Company’s privacy policy to learn which and how the Company collects and uses information of the Artist. If Artist does not agree to the Privacy Policy, Artist must execute the Agreement.

8. The Artist is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of the Company, or to bind the Company in any manner.

9. The Artist understands that the Company and its licensors are the owners of, and hold all of the rights in and to the KLYDO and other Company products, with the exception of the rights granted to the Company by Artist hereunder, which are subject by the limited terms of the licenses granted hereby. In no event shall the Agreement and/or these General Terms grant the Artist any right in or to the KLYDO and/or the other Company products, as a whole or any portion thereof, and subject to the explicit limitations herein provided, Artist shall have no right to limit and/or otherwise restrict the Company’s rights to present the Art on any KLYDO Channel or anywhere else, or to sell, lease, license or grant any rights to any third party in or to the KLYDO.

10. The Artist understands that the Company may suspend presenting or completely cease using and/or presenting the Art in any KLYDO Channel at any time, and in its sole and absolute discretion. The Artist shall have no claims and/or demands related thereto.

2. Artist’s Rights. As between the Company and the Artist, the Artist has the following rights:

1. Subject to the accuracy of the Artist’s representations and warranties and to the licenses granted under these General, the Artist is the owner of the Art. 

2. All good will and reputation associated with the Art, and (subject to the terms of promotion agreed between the Company and Artist) all moral rights associated with the Art, are retained by the Artist, thus without derogating from the Company’s right to modify the Art as set forth above.

3. Subject to the terms of the Agreement (including the Company’s rights to modify and adjust the Art), Artist has ultimate creative control on the Art. However, (i) the Company may offer feedback to Artist throughout creation of the Art, and (ii) the Company may (in its sole discretion) resolve to terminate the collaboration (with no liability or payment due) if the Company believes the Art may damage the Company’s reputation, is not suitable for integration within the KLYDO or the other Company’s products, or is otherwise materially different from what was initially agreed between Artist and the Company. 

3. Payments.

1. To the extent Section 5 of the Agreement includes revenue-based payment, payment of the Net Amount shall be made on a monthly basis, based on the Company’s standard payment terms and on such day the Company shall determine from time to time.

2. Artist shall only be paid once the accrued amount due to Artist exceeds US$10. 

3. The terms and details regarding the specific billing and payment methods will be subject to a billing mechanism that will be adopted by the Company. Artist will be notified of such mechanism and may be required to open an account with third party payment facilitators in order to receive the fees due pursuant to the above.

4. Indemnification. The Artist agrees to defend, indemnify and hold the Company and its affiliates harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (i) any action by a third party against the Company that is based on a claim that any action performed by Artist under the Agreement and these General Terms, or the results of such actions, or the Company’s use of any intellectual property or media provided by the Artist, infringe, misappropriate or violate such third party’s intellectual property rights, privacy or publicity rights; (ii) any breach of the Agreement or these General Terms; (iii) any action by a third party against the Company that is based on any act or omission of Artist and that results in: (a) personal injury (or death) or tangible or intangible property damage (including loss of use and unauthorized disclosure of confidential or proprietary information); or (b) the violation of any statute, ordinance, or regulation, and (c) any action by a third party against the Company due to Artist’s breach of the Agreement and General Terms.  The Artist agrees to defend, indemnify and hold any purchaser of any KLYDO, against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any misrepresentation made by Artist in connection with the Art.

5. Confidentiality of Agreements. The Agreement and the General Terms are confidential information of the Company. Artist undertakes not to disclose to others, or use for the benefit of others, this Agreement and the General Terms.

6. Term of Agreement; Survival. The term of the Company’s and Artist’s engagement commence when the Agreement is executed, and terminates after all obligations under the Agreement and these General Terms were completed. Each party (i.e., either the Company and Artist), may terminate the Agreement and their respective obligations thereunder, if the other party has breached a material undertaking set forth under the Agreement or these General Terms, and has failed to cure such breach within 7 days as of delivery of notice from the non-breaching party. The representations, warranties and undertakings of the Artist under Section ‎1  of these General Terms, the indemnity and confidentiality obligations under Sections ‎4 and ‎5 of these General Terms and the agreements and undertakings under this Section ‎6 and Sections ‎7 through ‎16 (inclusive) of these General Terms, shall survive the termination or expiration of the engagement between the Company and Artist, or the final sale of any KLYDO, for whatever reason and without limitation of time.

7. Independent Contractor Status. The Artist is not as an employee or agent of the Company and, as with respect to the performance of the Artist’s undertakings herein, is an independent contractor of the Company. The Artist (and not the Company) will be responsible, on an exclusive basis, for complying with all applicable laws, rules and regulations concerning income, employment and other tax withholding, social security contributions, pension fund contributions, unemployment contributions and similar matters and the Company shall not be required to withhold income, employment or other taxes from payments to the Artist.  

8. No Additional Consideration. The Artist shall not be entitled to any benefits, coverages, or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company. The Artist acknowledges that the fee payable to Artist as agreed under the Agreement, is the sole and exclusive consideration due to the Artist with respect to the Art and the performance of the Artist’s undertakings under the Agreement and these General Terms, and the Artist shall not be entitled to any additional payment or consideration from the Company.

9. Entire Agreement. The Agreement together with the General Terms, constitute the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of the Agreement and/or the General Terms. In any contradiction between the Agreement and these General Terms, and General Terms shall prevail.

10. Amendment. The Company shall have the right to amend the General terms, and such amendment shall become effective following written notice to the Artist. Such amendment shall not adversely and materially affect the rights of the Artist under the General Terms.  

11. Governing Law; Jurisdiction.  The Agreement and these General Terms shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the State of Delaware. In the event of a dispute arising under or related to the Agreement and/or these General Terms that cannot be resolved amicably between the parties, the competent courts of Wilmington, Delaware, shall have exclusive jurisdiction of any such dispute.  

12. Successors and Assigns. The Agreement and these General Terms shall be binding upon, and inure to the benefit of, both parties and their respective heirs, successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations of the Artist are personal and shall not be assigned by Artist.

13. No Waiver. No delay or omission by the Company in exercising any right under the Agreement and/or these General Terms shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

14. Headings. The captions of the sections of this Agreement and/or these General Terms are for convenience of reference only and in no way define, limit or affect the scope or substance of any section.

15. Severability. In the event that any provision of the Agreement and/or these General Terms shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

16. Counterparts. The Agreement and these General Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
    

IN WITNESS WHEREOF, THE ARTIST AND THE COMPANY AGREED TO THE TERMS OF THESE GENERAL TERMS BY EXECUTING THE AGREEMENT TO WHICH REFERS TO THESE GENERAL TERMS.