Artist Collaboration Agreement
GENERAL TERMS AND CONDITIONS
These artist collaboration terms and conditions (the “General Terms”), are a binding contract between yourself (herein referred to as the “Artist”) and KLYDOCLOCK LLC., a Delaware Limited Liability Company (the “Company”).
These General Terms govern your access and use of the online platform generally referred to as "Klydostudio," allowing the Artist to submit Art (as defined below) to be purchased or subscribed to by KLYDO Customers (as such term is defined below) in order to be presented using KLYDO (as such term is defined below) units sold, directly or indirectly, by the Company (the “Platform”).
1. General
THESE GENERAL TERMS TAKE EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE GENERAL TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE GENERAL TERMS AND, IF ENTERING INTO THESE GENERAL TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE GENERAL TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
Collection and use of information is made pursuant to our Privacy Policy, a copy of which is available here incorporated herein by reference. If you do not want to agree to the Privacy Policy, you must not access or use the Platform.
This Platform is offered and available to users who are 18 years of age or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
The Company’s name, the terms “KlydoClock”, the Company’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Artist must not use such marks without the prior written permission of the Company.
Company may update the content on, and functionality of, the Platform from time to time, in its discretion.
2. Art; Access and use of the Platform
(a) Under these General Terms, Artist hereby agrees to grant the Company the necessary rights and licenses, as required in order to integrate certain creations of Artist (the “Art”), into products of the Company and/or its licensors (collectively, the “KLYDO”), and to promote, sell, distribute and/or otherwise use and/or exploit the Art as part of and/or in connection with the KLYDO to third party customers (the “KLYDO Customers”), through https://www.klydoclock.com/ (the “Website”), the Company’s mobile applications, project crowdfunding platforms and/or through any other medium or channel the Company shall deem appropriate (each such platform, medium and/or channel, a “KLYDO Channel”), as well as to modify, use and exploit the Art over ads and promotional collaterals of the Company and its affiliates, in each case, as further described below. The Company’s formal store in which the Art shall be presented and be made available to others, is referred to herein as the “Klydo Store”.
(b) The Art may be classified into two categories, independent Art that is uploaded to the Platform or generated by it, with respect to which the rights, licenses and terms of these General Terms apply, with the exception of Section 6 (Consideration), as no revenue share or other sort of consideration or compensation is due to the Artist with respect thereto, or a collection of Arts, that the Company generally refers to as “Klydo Collections,” with respect to which the terms of Section 6 (Consideration) apply, in addition to the other terms of these General Terms. Whether or not a group of Art pieces qualify as a “Klydo Collection,” is resolved exclusively by the Company, in its sole and absolute discretion.
(c) Following acceptance of these General Terms, the Artist may open a Platform account using the Website, through which Artist may upload Art, monitor its rights to receive fees pursuant to Section 6 (Consideration) (if any) and communicate with the Company in connection therewith (the “Artist Homepage”). For the purpose of these General Terms, the Artist Homepage is included within the Platform, and any reference to the Platform, includes reference to the Artist Homepage. Only Art that meets that requirements appearing on the Platform may be uploaded (i.e. file type, size, and other requirements).
(d) Any Art submitted through the Platform is subject to the approval of the Company, and to ongoing review. The Company is not obligated to accept any Art to be presented on, or to be purchased or subscribed using, the Platform, and may at any time and for any reason refuse the addition of any Art, or remove any Art from the Platform. The Artist acknowledges that the Company may use automated, algorithmic, AI-based, visual language model (VLM), machine-learning or similar tools or processes to assist in the review, classification, approval, rejection, moderation or removal of Art submitted through the Platform. The Artist further acknowledges that such tools and processes may be inaccurate, incomplete or otherwise result in errors. If the Artist believes that any Art was rejected, removed, classified or otherwise treated in error, the Artist may contact the Company and request a further review, and the Company will consider such request in good faith; provided that the final decision whether to approve, reject, maintain, remove or otherwise treat any Art shall remain subject to the Company’s discretion. Without limiting its general discretion as to the removal or maintenance of any Art, the Company shall remove Art from the Platform in cases where an Art is reported (pursuant to the Company’s DMCA or other policy) or found by the Company to be offensive, to infringe third party rights, to be in breach of these General Terms (to include the Content Standards (as such term is defined below)), the AUP (as such term is defined below) and/or any other policy of the Company or agreement between the Company and the Artist. However, Company cannot and does not undertake to review all Art before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
(e) Subject to Artist’s acceptance of these General Terms and compliance with all other terms and conditions of these General Terms, Company hereby grants the Artist a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform in accordance with the terms and conditions herein. Company shall provide Artist (or allow the Artist with an option to generate) the necessary passwords and access credentials to allow Artist to access the Platform. Artist is responsible for keeping its passwords and access credentials associated with the Platform confidential. Artist undertakes not sell, transfer assign, pledge or grant any third party any right in or to the access credentials. Artist shall promptly notify the Company in writing about any unauthorized access to Artist’s passwords or access credentials.
(f) Artist shall not, and shall not permit any person to, use the Platform, any software component of the Platform, or any documentation provided by Company for any purposes beyond the scope of the access granted in these General Terms. Artist shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Platform, any software component of the Platform, or documentation provided by the Company, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or such documentation except as expressly permitted under these General Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or such documentation; or (v) use the Platform or such documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
(g) Company may monitor Artist's use of the Platform and collect and compile data and information related to Artist's use of the Platform to be used by Company in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). As between Company and Artist, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Artist acknowledges that Company may compile Aggregated Statistics based on Artist’s data input into the Platform. Artist agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
(h) Company reserves all rights not expressly granted to Artist in these General Terms. Except for the limited rights and licenses expressly granted under these General Terms, nothing in these General Terms grants, by implication, waiver, estoppel, or otherwise, to Artist or any third party, any intellectual property rights or other right, title, or interest in or to the Company’s intellectual property, of any kind (“Company IP”).
(i) Notwithstanding anything to the contrary in these General Terms, Company may temporarily suspend Artist's access to any portion or all of the Platform if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Artist's or any other Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other Artist or vendor of Company; (C) Artist is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Artist has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Company's provision of the Platform to Artist is prohibited by applicable law; (ii) any vendor (including any third-party product provider) of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Artist to access the Platform (any such suspension described in subclause (i) or (ii), a "Service Suspension"), (F) Company has determined or believe that the Artist has breached these General Terms or any agreement or policy which Artist is subject to. Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Artist and to provide updates regarding resumption of access to the Platform following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Platform Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Artist or any other Authorized User may incur as a result of a Service Suspension.
(j) The Platform may use or permit access to Third-Party Products (as defined below). For purposes of these General Terms, such Third-Party Products are subject to their own terms and conditions presented to Artist for acceptance within the Platform by website link or otherwise. If Artists does not agree to abide by the applicable terms for any such Third-Party Products, then Artist should not install, access, or use such Third-Party Products. Artist understands and acknowledges that the Company’s uses Third-Party Products, which may include infrastructure, such as servers, security protocols, website management platforms, databases, money clearance services, shipping and other third-party service providers, to make the Platform available and to provide the services rendered through the Platform. Artist acknowledges and agrees, without limiting Company’s disclaimers herein, that the availability, functionality and Artist’s access to the Platform is subject, inter alia, to such Third-Party Products’ availability and performance. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Platform.
3. Representations, Warranties and Undertakings; Grant of License. The Artist represents, warrants, and undertakes towards the Company, its shareholders, directors, managers, employees, advisors, service providers and their respective successors, as follows:
(a) The platform may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Company's acceptable use policy ("AUP") available here, as may be amended from time to time, which is incorporated herein by reference. Artist will comply with all terms and conditions of these General Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the AUP.
(b) Artist is responsible and liable for all uses of the Platform, whether such access or use is permitted by or in violation of these General Terms.
(c) 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 these General Terms.
(d) These General Terms will constitute a legal, valid and binding obligation of the Artist, enforceable against the Artist in accordance with their terms.
(e) Artist shall perform all duties set forth under these General Terms in full compliance with all applicable laws, regulations, orders, relevant licenses and other legal requirements to which Artist is subject.
(f) Artist is not bound by any agreement, either oral or written, which conflicts with these General Terms or which would in any way limit the Artist’s ability to fully perform the Artist’s obligations hereunder. Artist has the entire worldwide right and power to enter into these General Terms, to perform the obligations of Artist herein and to grant the Company all of the rights and licenses granted hereby and thereby.
(g) The Art (that was or will be created) is owned exclusively by the Artist. The Art is made and is in compliance with the Content Standards (as stipulated under Section 4 below). 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.
(h) Artist hereby grants the Company and its affiliated entities, a worldwide, non-exclusive, transferable, assignable and sublicensable license and right, subject to the Artist’s removal rights set forth below and the survival of customer sublicenses and other surviving rights expressly provided in this Section 3(h), to:
(1) present, display, make available, reproduce, distribute and otherwise use the Art on or through the Platform, the Artist Homepage, the Klydo Store, the KLYDO “Feed,” any Klydo Collection, any KLYDO Channel and any other Company-operated or Company-authorized channel used in connection with KLYDO;
(2) integrate, present and make available the Art on, with or through KLYDO units, related applications, customer accounts, customer libraries, feeds, collections and related user interfaces;
(3) modify the Art as the Company reasonably deems necessary or desirable to facilitate the foregoing use and integration, including device integration, formatting, resizing, cropping, compression, optimization, feed presentation, collection presentation, user-interface presentation, and integration into or use as marketing materials, including promotional videos and similar promotional assets;
(4) use, reproduce, display, publish, repost, distribute and modify the Art Materials, and any portions thereof, to promote the KLYDO, the Company, the Platform, the Artist, the Art, any Klydo Collection and/or any related Company channel or asset, including on Instagram, Facebook and other social media accounts, websites, applications, advertisements, promotional videos, press materials and marketing collaterals, in each case with or without the Artist’s name and independently or together with other artwork, content or materials; and
(5) grant, sublicense, sell, resell or otherwise make available use, access, download, display, presentation and other rights in or to the Art, whether for consideration or on a gratis basis, as part of, through, or in connection with KLYDO, the Platform, the Klydo Store, KLYDO Channels, Klydo Collections, customer accounts, promotional activities, bundles, support, replacements, restorations or similar Company activities.
Reference to the “Company” under this Section 3(h) means the Company and any of its affiliated companies.
The license granted above shall remain in effect for so long as the applicable Art is made available on the Platform or otherwise used by the Company in accordance with this Section, subject to the Artist’s right to request removal as set forth below. For clarity, the foregoing shall not limit any rights, licenses or sublicenses that expressly survive removal or termination under this Section.
The license and rights granted above for the use and presentation of the Art within the KLYDO and on the account of any customer may be assigned or sublicensed to purchasers and/or recipients of the KLYDO. Any such customer sublicense includes the right to continue to use, display, access, download, restore, reinstall and receive support for the applicable Art on or through any KLYDO unit, related application, customer account or related service.
The Artist may, at any time, request that any Art be removed from the Platform by providing notice to the Company through the mechanism made available by the Company from time to time. Following such request, the Company shall use commercially reasonable efforts to remove the applicable Art from the Platform within a reasonable period of time, and the license granted to the Company with respect to such Art shall terminate prospectively, except as expressly set forth above and below.
Notwithstanding the foregoing: (i) the representations, warranties, undertakings and indemnification obligations of the Artist with respect to the removed Art and the underlying Art Materials shall survive such removal; (ii) any rights, licenses or sublicenses granted by the Company to any purchaser, recipient or customer of KLYDO prior to such removal shall remain perpetual, irrevocable and in full force and effect, including in connection with continued use, display, access, download, restoration, replacement, reinstallation or support of such Art on or through any KLYDO unit or related customer account, and, solely to the extent necessary to give effect to such customer rights, the Company’s rights to host, store, process, reproduce, distribute and otherwise make available the applicable Art shall also survive such removal; and (iii) the Company may retain archival, backup or legal compliance copies of the Art, provided that such copies are not used for new commercial distribution following the effective removal date.
For clarity, removal of Art from the Platform shall not require the Company to remove, disable, recall, refund or otherwise interfere with any Art previously made available to, licensed to, downloaded by, installed by or otherwise provided to any KLYDO customer prior to such removal.
(i) 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.
(j) Credits to the Artist shall be available on KLYDO devices, the Artist Homepage, and Artist profiles. Other than the foregoing, the Company may (but does not have to) 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.
(k)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.
(l) The Artist understands that the Company and its licensors are the owners of, and hold all of the rights in and to the KLYDO, the Platform, the Artist’s Homepage, 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 these General Terms grant the Artist any right in or to the KLYDO, the Platform, the Artist’s Homepage 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 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.
(m) The Artist may voluntarily upload, submit or make available through the Artist Homepage certain information and materials, which may include the Artist’s biography, profile image, social media links, portfolio content, additional artwork, videos and other profile, promotional or portfolio materials (collectively, “Profile Materials”).
(n) The Artist represents, warrants and undertakes that all Profile Materials uploaded, submitted or made available by or on behalf of the Artist are original to the Artist or that the Artist otherwise has all necessary rights, licenses, consents and permissions to upload, submit, publish and make such Profile Materials available through the Artist Homepage and the applicable KLYDO Channels. The Artist further represents and warrants that the Profile Materials do not and will not infringe, misappropriate or otherwise violate any intellectual property, privacy, publicity, moral or other rights of any third party, and do not contain any unlawful, misleading, defamatory, offensive or otherwise prohibited content under these General Terms, the Content Standards or any applicable Company policy.
(o) The Artist grants the Company a worldwide, non-exclusive, sublicensable, transferable, royalty-free right and license to host, display, publish, reproduce, format, resize, adapt, distribute and otherwise use the Profile Materials solely in connection with the Artist Homepage, the Platform, the KLYDO Channels, the promotion of the Artist, the Art, KLYDO, the Company and related products, services and activities. The Artist may update or request removal of Profile Materials through the mechanism made available by the Company from time to time, provided that the Company may retain archival, backup and legal compliance copies and may continue to use Profile Materials to the extent reasonably necessary for existing publications, historical records, customer support or legal compliance.
4. Content Standards
The following content standards (“Content Standards”) apply to any and all Art and any other material or information provided by the Artist in connection with an Art (herein, together with the Art: “Artist Contributions”). Artist Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Artist Contributions must not:
(a) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
(b) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(c) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
(d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use or our Privacy Policy.
(e) Be likely to deceive any person.
(f) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(g) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
(h) Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
(i) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
(j) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
5. Artist’s Rights. As between the Company and the Artist, the Artist has the following rights:
(a) Subject to the accuracy of the Artist’s representations and warranties and to the licenses granted under these General Terms, the Artist is the owner of the Art.
(b) 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. This does not mean that the Artist has a right, and it is hereby agreed that the Company is not obligated, to provide any credit to the Artist in any manner, including, and without limitation, over the KLYDO. The Company agrees to present a credit in places it subjectively believes it is reasonably appropriate, and where the Company deems applicable to include the Artist’s name in its promotion materials, marketing emails, campaigns, web-pages, and other places the Company deems desirable. Such credits may be removed, changed or added as the Company subjectively believes it is reasonably appropriate.
(c) Removal by the Artist of Art from the Platform is subject to the Company’s exclusive discretion. Artist may submit a request for Art removal. For clarity, accepted removal request does not trigger the removal of any Art from any other KLYDO Channel, nor does such accepted request trigger the removal of the Art from end-client Klydo units.
6. Consideration
(a) Plan-Based Consideration. Subject to the terms of these General Terms, the Artist shall be entitled to consideration with respect only to those items of Art that are submitted by the Artist to the Company and formally approved by the Company, in accordance with Section 2(b), as part of a “Klydo Collection” or other approved collection designation used by the Company from time to time (the “Approved Collection”). The consideration payable to the Artist with respect to an Approved Collection shall be determined in accordance with the payment plan selected by the Artist from among the plans then made available by the Company at the time the Artist submits the relevant collection for the Company’s approval, or at such other stage in the submission and approval process as the Company may determine (the “Plan”).
(b) Selection of Plan. The Artist’s acceptance of these General Terms shall not, by itself, constitute the selection of any specific Plan. The Artist shall be required to select a Plan in the manner prescribed by the Company, including through the Klydo Studio, the Company’s website, dashboard, written notice, click-through approval, or any other electronic or written mechanism adopted by the Company from time to time. The Plan selected by the Artist and confirmed or recorded through such mechanism shall apply to the applicable Approved Collection. Unless otherwise approved by the Company in writing, the Artist may not change the selected Plan after the Company has approved the applicable Approved Collection.
(c) Plan Terms. Each Plan may include one or more commercial terms, including, without limitation: (i) an upfront advance payment, if applicable; (ii) the revenue share percentage applicable prior to full recoupment of such advance, if any; (iii) the revenue share percentage applicable following full recoupment of such advance, if any; (iv) payment timing; and (v) any other commercial or operational terms specified by the Company in connection with such Plan. The specific commercial terms of the selected Plan, as made available to and selected by the Artist, are hereby incorporated into and shall form part of these General Terms with respect to the applicable Approved Collection.
(d) Advance Payment. If the selected Plan includes an upfront advance payment, such advance shall become payable only following the Company’s formal approval of the applicable Approved Collection, and subject to completion of any onboarding, tax, compliance, invoicing, payment-facilitator, account-verification, administrative, or other operational requirements reasonably required by the Company. The Company shall use commercially reasonable efforts to process such advance in accordance with its then-current payment procedures; provided, however, that no delay caused by banking systems, payment processors, missing or inaccurate Artist information, tax documentation, invoicing requirements, compliance review, force majeure events, or other administrative or technical issues shall constitute a breach of these General Terms.
(e) Recoupment of Advance. Any advance paid or payable to the Artist under the selected Plan shall be fully recoupable by the Company. Until the full amount of such advance has been recouped, the Company shall be entitled to withhold and apply against the outstanding advance the Artist’s revenue share in respect of Adjusted Gross Receipts (as defined below) of the applicable Approved Collection, calculated by multiplying Adjusted Gross Receipts by the entire revenue share percentage specified in the selected Plan for the recoupment period. No additional amounts shall be payable to the Artist in respect of the applicable Approved Collection until the advance has been fully recouped, unless otherwise expressly provided in the selected Plan or approved by the Company in writing.
(f) Post-Recoupment Revenue Share. Following full recoupment of the applicable advance, if any, the Artist shall be entitled to receive the ongoing revenue share percentage specified in the selected Plan, calculated on the basis of Net Amounts (as defined below) actually paid and received by the Company in respect of purchases of items from the applicable Approved Collection.
(g) No Advance Plan. If the selected Plan does not include an upfront advance payment, the Artist shall be entitled to receive the revenue share percentage specified in the selected Plan, calculated on the basis of Net Amounts actually paid and received by the Company in respect of purchases of items from the applicable Approved Collection, unless the selected Plan expressly provides otherwise.
(h) Definitions. For purposes of these General Terms:
“Adjusted Gross Receipts” means the gross amounts actually paid by customers to the Company in respect of purchases of items from the applicable Approved Collection, following deduction of VAT, sales taxes, payment processing fees, credit clearance costs, refunds, chargebacks, discounts, credits, rebates, and similar amounts, unless otherwise specified in the selected Plan.
“Net Amount” means the gross amount actually paid by customers to the Company and actually received by the Company in respect of purchases of items from the applicable Approved Collection, net of: (i) VAT, sales taxes, withholding taxes, duties, or similar taxes or governmental charges, as applicable; (ii) refunds, chargebacks, cancellations, credits, rebates, discounts, and amounts not collected or not retained by the Company; and (iii) payment processing, credit clearance, banking, transfer, currency conversion, and similar third-party costs incurred in connection with the relevant purchase and/or payment of amounts to the Artist.
(i) Payment Timing and Threshold. Payments due to the Artist shall be calculated and paid on a monthly basis, in accordance with the Company’s then-current standard payment procedures and on such payment date as the Company may determine from time to time. Notwithstanding the foregoing, the Company shall not be required to make any payment to the Artist until the accrued amount payable to the Artist exceeds US$10, or such other minimum payment threshold as the Company may reasonably apply from time to time.
(j) Billing and Payment Mechanism. The terms and details regarding billing, payment, reporting, invoicing, tax forms, payment accounts, and payment methods shall be subject to the billing and payment mechanism adopted by the Company from time to time. The Artist may be required to open and maintain an account with one or more third-party payment facilitators or provide tax, invoicing, banking, identity, or other information reasonably required in order to receive any amounts payable under these General Terms. The Company shall not be liable for any delay or failure to pay amounts resulting from the Artist’s failure to provide or maintain accurate and complete information or to comply with the requirements of any applicable payment mechanism.
(k) Adjustments. The Company may deduct, offset, or adjust against current or future amounts payable to the Artist any amounts previously paid or credited to the Artist in error, any refunds, chargebacks, cancellations, credits, rebates, discounts, taxes, payment processing fees, or other amounts that reduce or reverse amounts previously included in Adjusted Gross Receipts or Net Amounts, and any amounts otherwise owed by the Artist to the Company under these General Terms or applicable law.
(l) Company Records. The Company’s records, systems, dashboards, payment processor reports, and other commercial records shall be used to calculate Adjusted Gross Receipts, Net Amounts, recoupment status, and amounts payable to the Artist, absent manifest error.
7. 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 consideration payable to Artist pursuant to Section 6 and the applicable selected Plan is the sole and exclusive consideration due to the Artist with respect to the Art, any Approved Collection, and the performance of the Artist’s undertakings under these General Terms, and the Artist shall not be entitled to any additional payment or consideration from the Company, including with respect to any Art uploaded to the Klydo Studio that was not approved by the Company as a Klydo Collection.
8. Social Media and Links from the Platform
Artist may link to the Company Website or to Artist Homepage or to pages showing Art, provided Artist does so in a way that is fair and legal and does not damage Company’s reputation or take advantage of it, but Artist must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Company’s part without our express written consent.
The Website or Platform may provide certain social media features that enable Artist to:
(a) Link from Artist’s own or certain third-party websites to certain content on the Website.
(b) Send emails or other communications with certain content, or links to certain content, on the Website.
(c) Cause limited portions of content on the Website to be displayed or appear to be displayed on Artist’s own or certain third-party websites.
Artist may use these features solely as they are provided by Company, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions Company provides with respect to such features. Subject to the foregoing, Artist must not:
(a) Establish a link from any website that is not owned by Artist.
(b) Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
(c) Link to any part of the Platform or Website other than the Website’s homepage or pages of the Website showing the Art.
(d) Otherwise take any action with respect to the materials on the Platform or the Website that are inconsistent with any other provision of these General Terms.
The website from which Artist is linking, or on which Artist makes certain content accessible, must comply in all respects with the Content Standards set out in these Terms General Terms.
Artist agrees to cooperate with us in causing any unauthorized framing or linking immediately to stop. Company reserves the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
If the Platform contains links to other sites and resources provided by third parties, these links are provided for Artist’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Company has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Artist’s use of them. If Artist decides to access any of the third-party websites linked to the Platform, Artist does so entirely at its own risk and subject to the terms and conditions of use for such websites.
9. 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 these General Terms, or the results of such action, 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 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 these 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.
10. Term; Survival. The term of the Company’s and Artist’s engagement commence when these General Terms are accepted by the Artist, and terminates after all obligations under these General Terms were completed and the Artist’s access to the Platform is terminated (i.e. Artist’s account is closed), provided that such termination has no effect on the scope or licenses granted to the Company herein. The Company may also terminate these General Terms and its respective obligations thereunder, if Artist has breached a material undertaking set forth under these General Terms, and has failed to cure such breach within 7 days as of delivery of notice from the non-breaching party. The licenses granted under Section 2 above, the representations, warranties and undertakings of the Artist under Sections 3 and 4 above, the provisions of Section 7, the indemnity obligations under Section 9 above, and the agreements and undertakings under this Section 10 through 23 (inclusive) of these General Terms, shall survive the termination or expiration of the engagement between the Company and Artist, for whatever reason and without limitation of time.
11. 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.
12. Geographic Restrictions
The Company operates the Platform from the United States. The Company does not represent or warrant that the Platform, or any content, features, services or materials available through the Platform, are appropriate, available or lawful in any jurisdiction outside the United States. Access to the Platform may be prohibited or restricted by law in certain jurisdictions or for certain persons. Artist is solely responsible for determining whether Artist’s access to and use of the Platform is lawful in Artist’s jurisdiction and for complying with all applicable local laws, rules and regulations.
13. Disclaimer of Warranties
Artist understands that Company cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. Artist is responsible for implementing sufficient procedures and checkpoints to satisfy Artist’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT ARTIST’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO ARTIST’S USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO ARTIST DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
ARTIST’S USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT ARTIST’S OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET ARTIST’S NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT DEROGATING FROM ANY OF THE AFORESAID, ARTIST ACKNOWLEDGES AND AGREES THAT THE COMPANY IS NOT AND SHALL NOT BE RESPONSIBLE FOR THE AVAILABILITY OF THE THIRD-PARTY PROVIDERS’ INFRASTRUCTURE OR SERVICES, NOR SHALL THE COMPANY BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE CAUSED TO ARTIST DUE TO ANY ACT OR OMISSION ON BEHALF OF SUCH THIRD-PARTY PROVIDERS OR YOUR USE OF THEIR SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH ARTIST’S USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM ARTIST MAY HAVE ARISING OUT OF OR RELATING TO THESE GENERAL TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
16. Entire Agreement. These 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 these General Terms.
17. Amendment. Company may revise and update these General Terms from time to time in its sole discretion (including, but not limited to, on issues related to the fees payable to you). All changes are effective immediately when Company posts them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction (below) will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform. Artist’s continued use of the Platform following the posting of revised General Terms means that Artist accepts and agrees to the changes. Artist are expected to check this page frequently so Artist is aware of any changes, as they are binding on Artist.
18. Governing Law; Jurisdiction; Waiver of Jury Trial. 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 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. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to these General Terms, including any exhibits, schedules, and appendices attached to these General Terms, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that the other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) it has considered the implications of this waiver, (c) it makes this waiver knowingly and voluntarily, and (d) it has decided to enter into these General Terms in consideration of, among other things, the mutual waivers and certifications in this section.
19. Successors and Assigns. 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 rights and obligations of the Artist are personal and shall not be assigned by Artist, without the prior written consent of the Company.
20. No Waiver. No delay or omission by the Company in exercising any right under 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.
21. Headings. The captions of the sections of these General Terms are for convenience of reference only and in no way define, limit or affect the scope or substance of any section.
22. Severability. In the event that any provision of 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.
23. Your Comments and Concerns.
The Platform is operated by KlydoClock LLC, a Delaware limited liability company, Wilmington, Delaware.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set out therein.
All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: contact@klydoclock.com.
