(the Agreement/ the Terms and Conditions)
PLEASE READ CAREFULLY TO ENSURE YOU UNDERSTAND THE AGREEMENT AND TERMS AND CONDITIONS. BY LOGGING THE JUSTSWITCH.COM WEBSITE (WEBSITE) AND CLICKING ON THE REGISTER BUTTON, YOU (ARTIST) ACKNOWLEDGE AND AGREE THAT YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT BETWEEN YOU AND AXIOM TELECOM LLC, WITH ITS HEAD OFFICE IN DUBAI, UAE (AXIOM) WHO OWNS THE WEBSITE. YOU ARE ONLY PERMITTED TO REGISTER THE IMAGES OR OBJECTS (ARTWORK) AND LICENSE THE ARTWORK TO AXIOM WHEN YOU HAVE ACCEPTED THIS AGREEMENT. AXIOM RESERVES THE RIGHT TO CHANGE THESE TERMS AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE AND YOU AGREE TO BE BOUND BY SUCH CHANGES.
1.1 Artist is the owner of the Artwork created by him/her and is the absolute and exclusive owner of the copyright and related rights (Intellectual Property Rights) in the Artwork. Artist grants to Axiom the non-exclusive right by way of licence to reproduce and sell the Artwork through the website or otherwise for the Term.
1.2 Artwork shall be displayed on the website that enables end customers to select the Artwork to be printed on their mobile phones, devices and other related products (Products).
1.3 Axiom acts only as a licensee and does not guarantee the sale/use of the Artwork by end customers.
1.4 Artist is an independent contractor and not an employee of Axiom. Artist shall not be entitled to or eligible for any benefits given by Axiom to its employees.
2.1 This Agreement shall commence on the date when Artist registers the Artwork on the website and shall be valid for one (1) year (Term) from the date of registration.
2.2 This Agreement shall be renewed automatically unless either Party provides 30 days’ notice of non-renewal before the end of the Term.
3.1 Axiom agrees to pay the royalty fee of 20% to Artist in respect of the registered Artwork and when the Artwork is used on Products are sold. Artist shall get the royalty fee only when the end customer has purchased the Artwork and the payment has been verified, collected and confirmed by Axiom.
3.2 Artist’s agreed payment as mentioned above will be full payment for any Artwork registered by Artist and used for Products, and Artist will not be entitled to any other payment from Axiom.
3.3 All sums payable to Artist under this Agreement are inclusive of Value Added Tax or any other applicable taxes.
3.4 Payment shall be made within a week from Artist selecting “Release Payment” within the sales history dashboard on Artist account and it shall be made through bank transfer.
3.5 Artist agrees that bank transfer fees of $25 shall be deducted by Axiom from payments to Artist for transfer to bank account outside UAE and KSA.
4.1 Artist warrants to Axiom that:
4.1.1 Artist is the exclusive owner of the Artwork created by him/her and has the authority to license the Artwork, and that its performance hereunder will not conflict with any other agreement to which Artist may be a party;
4.1.2 the Artwork contains nothing obscene, libellous, in breach of any obligation of confidence or of any right of privacy, or otherwise unlawful or contrary to public morals in the UAE or otherwise;
4.1.3 Artist will notify Axiom if the Artwork contains a recognisable likeness of any living person and will identify such likeness to Axiom;
4.2 Artist understands that all profits from the use of any Artwork will benefit only Axiom and is not entitled to make any claim in the same other than for the royalty fee noted above;
4.3 Artist represents and warrants that Artwork is unique and is clear of any claims or encumbrances;
4.4 Artist acknowledges that the Artwork is original and it does not infringe the Intellectual Property Rights of third parties and Axiom shall not be responsible for any rights of third parties; and
4.5 Artist understands and agrees that Axiom has the absolute right to approve the Artwork and has the right to recommend Artist to edit/amend the Artwork.
Artist agrees to defend, indemnify and hold Axiom, its officers, directors, agents and employees harmless against all costs, expenses and damage occasioned by any claim, demand, suit or recovery against Axiom, arising out of any alleged use of the Artwork which violates or breaches a third party’s Intellectual Property Rights or a breach of any of the above warranties.
Axiom shall have the absolute right to terminate this Agreement without notice in the event of a breach of any provision of this Agreement by Artist or otherwise.
Each Party agrees that it shall not during, or at any time after the termination of this Agreement, use for its own benefit or for the benefit of others, disclose or divulge to others, any trade secrets, confidential information, or any other proprietary data of the disclosing Party.
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. The Courts of Dubai shall have the exclusive jurisdiction to hear the matter in case of any dispute between the Parties.
This Agreement shall be deemed as a legally binding agreement between the Parties.
This Agreement and the rights and obligations thereunder may not be assigned by Artist without the prior written consent of Axiom.
This Agreement constitutes the entire agreement between the Parties and shall not be modified, amended or changed in any way except upon a written agreement signed by both Parties.