1. Background of Agreement
a. By confirming your acceptance of this agreement this becomes a binding legal agreement between any member intending to upload data or materials onto the Site (in this agreement referred to as “you” or the “Supplier”) and MHK Infotech (in this agreement referred to as “Tedeex”). If you are a corporation or other entity or a minor you may be subject to further filing requirements.
b. The Supplier wishes to appoint Tedeex as its non-exclusive agent to license, sublicense and distribute Content (as defined below) produced by the Supplier on the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Content available to Tedeex by following the ‘Upload’ procedures identified on the Site. Each upload of Content will be governed by the terms and conditions of this Agreement.
c. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under “Term and Termination”.
2. Provision of Content
The parties acknowledge that the Supplier may, from time to time, provide information, Computerized embroidery designs, photographs, data files, and other material to Tedeex using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, “Content”) together with other information, or software relating to such Content or otherwise required to enable Tedeex to realize the commercial potential of the rights granted in the Content (“Descriptive Information”). Tedeex, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of direct or indirect distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement. Although Tedeex may permit Content to be submitted pursuant to certain applications from time to time, your ability to submit further Content to the Site shall be subject to policies and procedures outlined in the Site and such applications.
In addition to the terms of this Agreement, the parties acknowledge that the provision of all content is subject to the policies and procedures outlined in the relevant portions of the Site and applications, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to Accepted Content outlined in the Site will be deemed to be a breach of this Agreement.
3. Grant of Authority
The Supplier hereby appoints Tedeex as Supplier’s non-exclusive distributor to sell, license or sublicense Content to third parties worldwide and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Content, Supplier grants Tedeex:
a. The worldwide right to market and sublicense the right to copy, use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage, produce and sell prints or similar image products, or publicly perform or display Content to prospective licensees in any and all media now in existence or that may in the future be introduced: (i) through the Site; (ii) through other venues owned or operated by Tedeex or its affiliates from time to time, and (iii) through Distribution Partners, and
b. The right to grant perpetual, worldwide, licenses or sublicenses to end-users. Tedeex and its Distribution Partners will determine the terms and conditions of all licenses of Content granted by them, but will not use or license Content for uses that are defamatory, pornographic or otherwise illegal.
i. In addition to the foregoing grant Tedeex and its Distribution Partners may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Content for their own business purposes relating to the promotion of the Site, the Content and their distribution programs, and promote the licensing of Accepted Content (including, without limitation, the use of the Accepted Content and the Supplier’s registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties). No compensation shall be due to the Supplier for use of Accepted Content for such business purposes.
ii. Accepted Content may be included in one or more current or future content collections (“Collections”) made available for licensing or distribution by Tedeex or third party distributors (each a “Distribution Partner”).
iii. The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to Tedeex or any third party except as provided in this Agreement.
4. Intellectual Property Matters
The Supplier acknowledges that Tedeex prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
a. By uploading Content, you are warranting that you own all proprietary rights or are the authorized representative of the applicable copyright owner(s) of such Content, including copyright, in and to the Content with full power to grant the rights contemplated in this Agreement. You also warrant that where required by applicable law, you have also obtained a valid and binding release in relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the broad uses, including commercial use, of Accepted Content by Tedeex and its Distribution Partners’ customers. Where the Content is identified as ‘for editorial use’ the Supplier represents and warrants that the Content has not been manipulated, modified or processed in any manner that might distort the contextual integrity of the Content. For greater clarity, cropping and brightness/contrast corrections are permissible where the integrity of the Content has not been distorted.
b. The Supplier agrees that neither Tedeex nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content or Descriptive Information, or any error, omission or other matter relating to a model or property release respecting Content or Descriptive Information.
c. Using the member name supplied by you, Tedeex shall use commercially reasonable efforts to credit you as the source of Accepted Content, but shall have no liability for lack of credit. You acknowledge and accept and therefore waive any right to object to the fact that it is common business practice for commercial uses that the creator of Content is not credited, that Content may be modified, used in connection with sensitive topics and may be used or modified in ways that may be controversial or unflattering.
Prices to be charged by supplier shall be inclusive of all taxes and other charges and shall be uniform to all Customers. In case of any difference in prices due to any other charges, the same shall be made explicit to the customer.
Tedeex shall be entitled and the you hereby authorizes Tedeex to deduct Tedeex convenience fee (Schedule A ) and all other amounts due by the you to Tedeex from each payment received from the Customer before passing on the credit (net of Tedeex convenience fee and all other amounts due) to the you.
You hereby authorises Tedeex to collect the entire transaction money on behalf of you in its specified account. The money so collected by debiting the customers Bank account / Credit Card / Debit Card shall be deposited in Tedeex’s Bank Account and the transaction money collected on behalf of you shall be paid out to the you from the said bank account in Defined Payment Cycle (Schedule B), by electronic funds transfer (as may be supported by Tedeex from time to time), or such other method as may be agreed by the parties, after deducting Tedeex convenience fee as detailed in this Schedule and all other amounts due by the you to Tedeex from each payment received from the Customer. tedeex will raise invoice for its Service Charges on a monthly basis giving details of sales of the previous month made by the you within 7 days. It is clarified that transaction date shall mean the date on transaction has been executed on Website/Mobile Application/Billing System.
The remittances shall be: (a) done on working day only, (b) made in Indian Rupee (INR) and shall be equivalent to the INR aggregate of the total Payment Amounts of the transactions.
No payment will be made unless a minimum of Rs. 1000/-(after total deduction). In all cases, the following deductions are made from Product Price before Remittance is calculated: (1), applicable Taxes by Government. (2), convenience fee
The parties acknowledge that the convenience fee may differ among various types of Content and among the sites/Distribution Partners through which the Content is distributed. The parties acknowledge that the convenience fee is subject to change in the sole discretion of Tedeex upon providing you 30 days’ notice by e-mail at the last address contained in your membership information. If at any time the convenience fee is not acceptable to the Supplier, you may terminate this Agreement in accordance with its terms. Continued submission of Content or failure to terminate this Agreement will be deemed acceptance by you of changes to the convenience fee, and the amended convenience fee will be incorporated by reference into this Agreement.
Tedeex may deduct the following amounts from the Remittance payable to you (together the “Remittance Deductions”): (i) cancellations of a Design Sell where the original sale has been reported to you including where the cancellation is due to a fraudulent transaction; (ii) overpayment of Remittance in a prior Remittance period.
Without limiting the generality of the foregoing, Tedeex is entitled to set-off against any amount owing to Supplier, all amounts to which Tedeex is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.
The parties further agree that Tedeex shall not be required to pay Remittance to the Supplier if Tedeex is restrained or otherwise prevented from using rights granted under this Agreement relating to Content because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party.
7. Cancellation Policy
Tedeex will give 10 days to customers, to download and check designs, file, data and other contents. In these 10 days if customer found any dispute as content not download properly, or the allegation that contents and information regarding the content are different then information and content provided by supplier and customer request for correction in content, then supplier has to solve dispute of customer in three days. Remittance of this content will be hold and will release after reviewing resolution given by supplier and remittance will pay in next payment cycle.
Both parties agree that payments made in respect of any order which supplier’s customer or anyone else disputes as a transaction not done by payer or delivery of services not received by entity or the allegation that Transaction has been done by unknown persons which is disputed by Customer or payer or a charge/debit arising out of any alleged hacking, phishing, breach of security/ encryption of the end user’s Login/Password or debit card number or PIN has arisen and a request for Chargeback/refund has been made by the Customer of supplier or payer then it is agreed by both the Parties herein that: supplier shall make adjustment to the Customer bill and shall refund amount to Tedeex. Tedeex shall refund such amount to the Customer/ payer or anyone disputing the Transaction.
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Member Name and such passwords, and that Tedeex is authorized to accept your Member Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Tedeex shall have no liability or responsibility to monitor the provision of Content under your member name and password.
10. Managing Content
Tedeex has policies and processes which must be adhered to prior to Content being posted on the Site or otherwise being offered for sale or license. Notwithstanding that some qualitative standards are required to be met, Tedeex does not and cannot review all Content or Descriptive Information uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such Content or Descriptive Information. Notwithstanding the foregoing, Tedeex reserves the right to delete, move, refuse to accept or edit any Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Tedeex or as it may direct. Tedeex shall have the right but not the obligation to correct any errors or omissions in any Content or Descriptive Information, as it may determine in its sole discretion. You acknowledge that any screening of Content or Descriptive Information performed by Tedeex to determine Accepted Content is done as a courtesy only. NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Accepted Content may be purchased or licensed by members of the Site or Distribution Partner sites with the intention that they will adhere to the terms of the applicable license agreement.
11. Continuity to Provide Content
The Supplier Acknowledge that if they not provide content continuously for 30 Days. Tedeex have rights to Frezz their Portfolio without Prior notice. To unfreeze the Portfolio, Supplier has to give written request with proper justification of discontinuity. Tedeex have all rights to take decision on written request for unfreeze the portfolio
12. Confidential Information
The Supplier acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Content constitutes valuable, confidential, proprietary information of Tedeex and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Tedeex, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement. For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of Tedeex, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, Content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.
You agree to indemnify, defend and hold Tedeex and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “Tedeex Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Tedeex Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Tedeex Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party. a. Tedeex reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Tedeex’s defense of such claim. b. The Supplier agrees that Tedeex shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an “Infringer”) for any violation of a license agreement or alleged infringement of other rights of the Supplier. The Supplier hereby releases Tedeex from any and all claims the Supplier might have, either directly or indirectly, arising out of or in connection with a determination by Tedeex to proceed or not to proceed against any Infringer in any instance. Tedeex hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate Tedeex for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts’ fees and disbursements on a solicitor and client basis) incurred by or on behalf of Tedeex in connection with such action, be divided between the Supplier and Tedeex pursuant to the provisions of Section 6 (Remittance). In the event Tedeex elects not to proceed against an Infringer, the Supplier shall have the right to proceed against such Infringer for such license violation or infringing action. The Supplier hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate the Supplier for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts’ fees and disbursements on a solicitor and client basis), be divided between the Supplier and Tedeex pursuant to the provisions of Section 6 (Remittance)above.
14. Term and Termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Tedeex using artists@Tedeex.comor such other means of written notice acceptable to Tedeex which enables confirmation of your identity and your intention to terminate. Tedeex may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Tedeex terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement with respect to all Content, as well. Either party may terminate this Agreement upon written notice effective immediately upon being sent to the last address included on the Site, if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement. In addition, Tedeex may deem an account to be terminated and may setoff any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Tedeex, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.
15. Effect of Termination
16. DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY TEDEEX “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TEDEEX DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. TEDEEX DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
17. LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL TEDEEX OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TEDEEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. a. IN ANY EVENT, TEDEEX’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY TEDEEX FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED TEN THOUSAND (Rs. 10,000.00) INR. b. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF TEDEEX OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
18. Applicable law
If you have concerns relating to this Agreement, please contact Tedeex at artists@Tedeex.com
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF TEDEEX AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TEDEEX, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TEDEEX RELATING TO THE SUBJECT OF THIS AGREEMENT.
Schedule A - convenience fee
Supplier shall pay to Tedeex, the fees as detailed below:
For Payment Collected Through - Amount (INR %)
Embroidery Designs - 30%
These Service charges are exclusive of all applicable taxes, governmental charges, levies, duties etc. required to be paid.
Schedule B – Payment Cycle
Tedeex Shall Pay Remittance to Supplier as per below:
Payment Cycle - 1 Total Content Sell between Dates 01th to 31th of every month. - Date 3rd to 5th of Next month
The remittances shall be: a. Done on working day only, b. Made by electronic funds transfer or such other method as may be agreed by the parties. c. Made in Indian Rupee (INR) and shall be equivalent to the INR aggregate of the total Payment Amounts of the transactions. d. No payment will be made unless a minimum of Rs. 1000/-(after total deduction). e. The following deductions are made from Product Price before Remittance is calculated: a. Applicable Taxes by Government. b. convenience fee