Updated March 22, 2024
By uploading, posting and/or submitting your artwork (the “Artwork”) and any additional uploads created by the you, during the Term, as defined below, you (the “Artist”) signify Artist’s agreement to the Artwork Assignment Agreerment and all of the following terms and conditions, which are all expressly incorporated herein and must also be observed and followed (collectively, the “Agreement”). This Agreement is made and entered into as of date submitted online (the “Effective Date”), by and between the Artist and California Pak International, Inc., a corporation organized under the laws of the State of California, U.S.A., with its principal office and place of business in California ("Owner").
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration as set forth herein, Artist and Owner agree as follows:
1. Assignment and Designation of Items. By providing, submitting, or uploading any Artwork as well as related information descriptive of the Artist and/or Artwork, Artist hereby irrevocably assigns to Owner, and upon the terms and conditions hereinafter set forth, all rights, title and interest in and to the Artwork, including but not limited to derivatives of such Artwork. Owner shall own all Intellectual Property Rights in, and shall have the exclusive right to own, all Artwork that is created for Owner under this Agreement, whether created solely by Artist or jointly with others. As between Owner and Artist all Artwork shall be works made for hire under the U.S. copyright laws and all Intellectual Property Rights in and to each Artwork shall vest in Owner on the date such Artwork is delivered/uploaded to Owner’s website. Artist further agrees that (i) Owner shall be free to use any ideas, concepts or techniques embodied therein for any purpose whatsoever, including, but not limited to, developing and marketing products or services incorporating such ideas, concepts, derivatives, or techniques, print on demand, all without attribution, without any liability or obligation to Owner; and (ii) grants to Owner the right to use the name and whatever descriptive information (including but not limited to social media handles) that Artist submits in connection with such Artwork. In addition, Artist hereby waives all moral rights Artist may have in any Artwork or any other submissions. In the event that, under any applicable statute, regulation, ordinance, rule, order, decree or governmental requirement enacted, promulgated or imposed by any governmental authority, domestic or foreign, at any level (e.g., municipal, county, province, state or national) at any time (“Law”) and as between Owner and Artist, all Intellectual Property Rights do not vest in Owner, Artist (on its own behalf as well as on behalf of any and all personnel furnished or engaged by Artist to perform any part of the Artworks, including employees and independent contractors of (i) Artist, (ii) its Affiliates and (iii) subcontractors, and other representatives and agents (“Artist Personnel”)) hereby irrevocably transfers, conveys and assigns in perpetuity to Owner (including its successors and assigns) any and all present and future Intellectual Property Rights that such persons may have in or to any Artwork.
“Intellectual Property Rights” shall include without limitation all copyrights, patents, trademarks, service marks, trade secrets, moral rights including, any name, image, likeness or any other proprietary and intellectual property rights of whatever nature.
2. Term. The term of this Agreement shall be for a period commencing on the date of submission and ending one (1) year from the date the Artwork was last offered publicly/used by Owner (“Term”) unless earlier terminated as set forth herein. For clarity, nothing herein shall obligate the Owner to remove, delete, or change any Artwork as it is used after the Term and Owner may leave any Artwork up on its respective channels in perpetuity.
3. Ownership Rights. Without limiting anything herein, and out of an abundance of clarity, Owner has the right to use the Artwork for any purposes including without limitation for marketing and promotional materials related to the sale of any and all products.
4. Public Postings.
(a) Owner will use reasonable efforts to protect the confidentiality of certain personally identifiable information Artist submits to Owner (e.g., Artist address and bank account information) (“Personally Identifiable Information”), in accordance with the Privacy Policy posted on our website. However, Artist hereby consents to Owner displaying Artist’s name, stage name, and/or social media handle that Artist may have submitted to Owner in connection with the Product.
(b) The material Artist submits to Owner’s website is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc., in any form or media, that Artist uploads (collectively, "Public Postings"). These Public Postings will be treated as non-confidential and nonproprietary. Artist is responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public. This includes, for example, any personal information, such as Artist’s address, the address of others, or Artist’s current location. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON THE SERVICES.
(c) Other content or communications Artist transmits to Owner, including without limitation any feedback, data, questions, comments, suggestions, in any form or media, that Artist submits to Owner via e-mail, website or otherwise (to the extent excluding any Personally Identifiable Information, collectively, "Submissions"), will be treated as non-confidential and nonproprietary.
(d) Owner does not endorse any content submitted to the website by any user, or any opinion, recommendation, or advice expressed therein, and Owner expressly disclaims any and all liability in connection with content. Owner does not permit copyright infringing activities and infringement of intellectual property rights on the website and Owner will remove all content if properly notified that such content infringes on another's intellectual property rights as set forth herein below. Onwer reserves the right to remove content without prior notice. Owner reserves the right to decide whether Artist content violates this Agreement for reasons other than copyright infringement, such as, but not limited to, bullying, disparagement, pornography, obscenity, or excessive length. Owner may at any time, without prior notice and in our sole discretion, remove such content and/or terminate a user's account or otherwise block access for submitting such material in violation of this Agreement.
5. Termination.
(a) Termination for Convenience. Owner may terminate this Agreement for any reason whatsoever upon thirty (30) days written notice.
(b) Effect of Termination. Upon termination for whatever reason, no further Earned Royalties shall be owed to Artist.
6. Transfer of rights. Owner may sublicense or assign its rights under this Agreement at anytime in any way it deems fit upon:
(a) Notice. Owner shall serve upon Artist written notice of any assignment or sublicense of Artist’s Earned Royalty rights hereunder in accordance with Paragraph 12 below.
(b) Assumption of Owner’s Obligations. Any transferee to whom Owner has assigned or sublicensed its rights hereunder shall assume all of Owner’s duties and obligations hereunder, including, without limitation, the obligation to pay royalties to Artist
7. Representations and Warranties.
Artist represents, warrants and covenants that:
(i) it idependently created the Artwork;
(ii) it is the sole creator of the Artwork, and has full authority to assign the rights herein;
(iii) the Artwork does not infringe any Intellectual Property Right;
(iv) the Artwork does not infringe upon any rights of any third parties;
(v)the Artwork does not disparage or bully anyone;
(vi) it will not use or share the Artwork with any other party or for any other purpose or in any other way; and
(vii) it has rights to the Artwork, is free to grant an assignment to the Artwork and such was duly obtained, and is valid and currently in force.
8. No Obligations. Owner shall have no obligations to use, sell, share, print or create products with the Artwork.
9. Venue and Applicable Law. In any legal action or proceeding in which any right or obligation arising from this Agreement is an issue, the law applicable thereto shall be the law of the State of California, without reference to conflict of laws principles. Artist expressly agrees to submit to the personal jurisdiction of the Municipal and/or Superior Courts of the State of California, Los Angeles, and the U.S. District Court for the Central District of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.
10. Waiver. In the event a party shall at any time waive any of its rights under this Agreement or the performance by the other party of any of its obligations hereunder, such waiver shall not be construed as a continuing waiver of the same rights or obligations or a waiver of any other rights or obligations.
11. Integrated Agreement. This Agreement constitutes the entire Agreement between the parties as to the Licensed Work, and no modifications or revisions thereof shall be of any force or effect unless the same is in writing and executed by the parties hereto.
12. Separability of Provisions. Any provisions of this Agreement that are determined to be invalid shall be ineffective, but such invalidity shall not affect the remaining provisions hereof. The titles to the sections and subsections of this Agreement are for convenience only and have no substantive effect.
13. Binding Upon Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This clause shall not be construed to alter or modify the prohibitions against assignments or transfers by Owner expressed elsewhere in this Agreement.
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