Tradigital Artech LTD – Contributors Terms of Service
- The following Terms of Service (“TOS”) is a legally binding, non-exclusive agreement between you and Tradigital Artech LTD. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Tradigital Artech LTD, the rights you are granting to Tradigital Artech LTD in any tangible artworks, tangible art goods, photographs, images, vectors, moving images, animations, films, videos, audiovisual works, audio, texts or other media together with any associated keywords, metadata and/or titles submitted by you to Tradigital Artech LTD (collectively, “Content”), and the uses Tradigital Artech LTD may make of the Content.
- Tradigital Artech LTD and, where the context requires, its affiliates (“Tradigital Artech LTD “) operates a global marketplace for stock and art media and goods.
- By submitting any Content to Tradigital Artech LTD, you grant to Tradigital Artech LTD a worldwide, sublicensable, non-exclusive right and license to index, analyze, categorize, archive reproduce, prepare derivative works incorporating, publicly display, sell, advertise and market, any Content uploaded by you and accepted by Tradigital Artech LTD for any reasonable business purpose, including but not limited to the distribution of your Content to Tradigital Artech LTD customers, to optimize the performance and operation of Tradigital Artech LTD platform and services, and to develop new features and products. You also give permission to Tradigital Artech LTD to add, modify or remove information related to your Content in order to manage and licence such Content.
- You grant Tradigital Artech LTD a worldwide, non-exclusive right to use your name, display name and Content in connection with Tradigital Artech LTD marketing and promotional activities without the payment of any compensation to you. Tradigital Artech LTD, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
- Tradigital Artech LTD shall have the right, but not the obligation, to licence all Content through any of Tradigital Artech LTD’s brands and platforms to its customers for use in perpetuity in accordance with licence agreements entered into by Tradigital Artech LTD, including but not limited to Tradigital Artech LTD, Terms of Service Licence Agreements (collectively, “Licenses”).
2 Ownership of Content
- The copyrights in all Content remain with the copyright owner, and nothing in the TOS shall be construed as a transfer of copyright to Tradigital Artech LTD, subject to the licences granted to Tradigital Artech LTD and Tradigital Artech LTD sublicensees. However, by submitting Content to Tradigital Artech LTD, you expressly waive any artists’ authorship rights or any droit moral that you would otherwise have under the laws of the United Kingdom, Copyright, Designs and Patents Act 1988 or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Tradigital Artech LTD .
- You agree to provide valid and accurate model releases for all Content you contribute to Tradigital Artech LTD that, in Tradigital Artech LTD judgment, contains an identifiable face or identifiable human figure or other identifiable attributes including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to Tradigital Artech LTD for all Content that requires such releases, which determination shall be made in Tradigital Artech LTD sole discretion. All releases shall be electronically delivered to Tradigital Artech LTD with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be accepted for “Editorial Use Only” by Tradigital Artech LTD in its sole discretion.
- You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.
- The submission of falsified, inaccurate or otherwise defective releases is a material breach of the TOS. Releases submitted by you shall not contain any terms inconsistent with the TOS or contain any restrictions not contained in the Tradigital Artech LTD releases given by Tradigital Artech LTD.
- You agree that Tradigital Artech LTD may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Tradigital Artech LTD deems reasonable in its sole discretion.
- You agree that all Content submitted by you for “Editorial Use Only” shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain “Editorial Use Only” Content may require an attestation of authority from a third party granting Contributor’s right to record such Content (a “Credential”). You will provide Tradigital Artech LTD evidence of such Credentials upon request.
- You agree that Tradigital Artech LTD may permit Content designated “Editorial Use Only” to be used in a non-Editorial manner at Tradigital Artech LTD sole discretion (e.g., Tradigital Artech LTD may permit a customer to use Content designated “Editorial Use Only” for commercial purposes where the customer obtains the necessary rights and clearances for such use).
- You agree to provide true and complete information relating to your Tradigital Artech LTD contributor account and Content, including but not limited to information relating to the date, location, material and equipment used in connection with creation of the Content;
- Tradigital Artech LTD has the right to refuse to establish an account or to close any existing account, or to reject/remove any of your contents, for fraud, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Tradigital Artech LTD guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Tradigital Artech LTD, or for convenience.
- Tradigital Artech LTD has the right to close any existing accounts if, after 30 days from their activation, no content has been uploaded.
- Tradigital Artech LTD will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Tradigital Artech LTD, your Content will remain available for licence by Tradigital Artech LTD customers. Notwithstanding the foregoing, in the event that Tradigital Artech LTD materially modifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
- Following the removal of any item of Content from Tradigital Artech LTD, Tradigital Artech LTD may amend any existing licences to such Content for a reasonable period thereafter.
- Tradigital Artech LTD allows you to open your vendor account and your writer account on tradigitalart.online for free.
- Tradigital Artech LTD allows you to open your vendor account on tradigitalart.online with a Regular or Hassle-Free Plan for digital art, and/or with a Traditional Plan for traditional art. All the just cited plans are offered by Tradigital Artech LTD free of charge.
- All digital plans on tradigitalart.online offer the possibility to sell digital artworks through rights managed licence use and prints.
- If your account is terminated for any reason, you must obtain written authorization from Tradigital Artech LTD prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Tradigital Artech LTD in each instance.
- Tradigital Artech LTD has the right to refuse to accept or to remove Content from the Tradigital Artech LTD Websites for any reason. Tradigital Artech LTD will remove Content if Tradigital Artech LTD believes that such Content may (in Tradigital Artech LTD sole discretion) subject Tradigital Artech LTD or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to Tradigital Artech LTD discretion, Content removed by you or opted out by you for any reason may be available for licence to those customers that previously downloaded versions of the removed Content.
- Tradigital Artech LTD shall use reasonable efforts to cause Content removed from or opted out from Tradigital Artech LTD Websites to be removed from the websites of any Tradigital Artech LTD affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Tradigital Artech LTD Websites.
- Licences issued by Tradigital Artech LTD for any Content that is later removed from the Tradigital Artech LTD Websites will remain in full force and effect in perpetuity.
- Tradigital Artech LTD will not knowingly licence model-released Content for use in contexts that are pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.
- Tradigital Artech LTD may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
6 Content Submission Guidelines
You agree to follow Tradigital Artech LTD Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Tradigital Artech LTD Contributor Guidelines may result in the termination of your Tradigital Artech LTD account.
- Tradigital Artech LTD shall pay you a royalty for each unique download of Content for which Tradigital Artech LTD receives payment. The current royalty rates are 60% of each licence sold with the regular digital art plan, where TDA artists take care of the uploading, editing and optimization of their artworks. If you choose our TDA hassle-free digital art plan, where TraDigitalArt takes care on your behalf of the uploading, editing and optimizing of your artworks, your royalty rates are 50% of each licence sold. Please note that there may be a reporting delay for customer downloads reflected in your Tradigital Artech LTD contributor account. Tradigital Artech LTD shall pay you the aforementioned royalty rates deducted of the costs for bank commissions or other payments systems.
- Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested.
- Tradigital Artech LTD shall pay you for the sale of each unique traditional tangible artwork for which Tradigital Artech LTD receives payment, deducted of a provision of the 20% of the sale price, without shipping costs, and deducted of the costs for bank commissions or other payments systems.
- Tradigital Artech LTD shall pay you a royalty for each unique Print of Content for which Tradigital Artech LTD receives payment. The current royalty rates are as follows: for Stretched Canvas Prints $20.00 on 50×70 cm / 20×28″ size, $30.00 on 70×100 cm / 28×40″ size, $18.00 on 60×60 cm / 24×24″ size; for Fine Art Paper Prints $10.00 on 50×70 cm / 20×28″ size, $12.00 on 75×100 cm / 30×40″ size, $12.00 on 70×70 cm / 28×28″ size.
- Tradigital Artech LTD shall not pay any compensation for contents uploaded in the Writer Account.
- There is a minimum payout rate per accounting period of Thirty Euros (€ 30,00) (the “Payout Minimum”). If during an accounting period, you haven’t reached the Payout Minimum or provided Tradigital Artech LTD a valid electronic payment account, your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties. For clarity, you shall have no right to any earnings accrued following the disabling of your contributor account or until such time as the applicable Payout Minimum threshold is reached.
- If your account is terminated for a breach of the material terms of the TOS, in addition to its other rights at law or in equity, Tradigital Artech LTD shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
- You may not use the Tradigital Artech LTD service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the TOS. If you engage in such activity, Tradigital Artech LTD may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.
- Tradigital Artech LTD may recoup royalties paid to you in connection with refunds issued by Tradigital Artech LTD by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions.
- If Tradigital Artech LTD makes an overpayment of royalties or other compensation to you for any reason, Tradigital Artech LTD shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
- Royalty payments based on a percentage of the sales price will be based on the sales price actually received by Tradigital Artech LTD and calculated after making any necessary deductions for any refunds, cancellations, previous overpayments, and any taxes, levies, imposts, duties, currency exchange costs, or other similar charges that are imposed on the payments received by Tradigital Artech LTD. If any law, government ruling or any other restriction affects the amount of the payments which Tradigital Artech LTD licensee can remit to Tradigital Artech LTD, Tradigital Artech LTD may deduct from Contributor’s royalties an amount proportionate to the reduction in such licensee’s remittances to Tradigital Artech LTD.
- If you receive your payments through an online payment processing service (e.g., Paypal, Stripe, Payoneer or Skrill,) you may not share your online payment processing service account with another Tradigital Artech LTD contributor. Tradigital Artech LTD obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you. For clarity, when and where appropriate Tradigital Artech LTD may assign its rights and obligations regarding Contributor royalties hereunder to related global legal entities, and confirms that the Contributor’s rights to such royalties will not be impaired by any such assignment.
- For the purposes of the TOS, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Tradigital Artech LTD.
- Nothing contained herein grants or shall be construed to grant you any rights to use any Tradigital Artech LTD Trademarks.
- You agree that you will not use Tradigital Artech LTD Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Tradigital Artech LTD. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Tradigital Artech LTD Trademarks or the Trademark rights claimed by Tradigital Artech LTD.
- You agree that you will not use any Tradigital Artech LTD Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a metatag, keyword, or any other type of programming code or data.
- You may not at any time, adopt or use, without Tradigital Artech LTD prior written consent any word or mark which is similar to or likely to be confused with Tradigital Artech LTD Trademarks.
- The look and feel of the Tradigital Artech LTD Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Tradigital Artech LTD and may not be copied, imitated or used, in whole or in part, without the prior written consent of Tradigital Artech LTD.
- You may not frame or hotlink to the Tradigital Artech LTD Websites or to any item of Content other than your own without the prior written consent of Tradigital Artech LTD. All rights in and to Tradigital Artech LTD Trademarks not expressly granted to you hereunder are reserved by Tradigital Artech LTD.
9 Representations and Warranties
- a) You represent and warrant that:
- you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
- you are under no legal disability or contractual restriction that prevents you from entering into this agreement;
- you are at least 18 years of age;
- the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
- if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.
- if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end-user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you and to license such Content to Tradigital Artech LTD for the purposes set forth herein.
- the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
- you possess valid Credentials for each item of “Editorial Use Only” Content for which credentials may be required.
- there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
- you will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with Tradigital Artech LTD or the sale of your Content – nor will you falsely advertise or deceptively publicize your relationship with Tradigital Artech LTD in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to Tradigital Artech LTD, nor will you use Tradigital Artech LTD Trademarks through the use of search engine advertising and/or marketing.
- You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Tradigital Artech LTD and/or third parties. In addition to its other rights and/or remedies under the TOS, Tradigital Artech LTD shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
- b) Tradigital Artech LTD represents and warrants that:
- it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
- upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Tradigital Artech LTD may send you written notice of such claim, using the email address provided by you to Tradigital Artech LTD, specifying the details of the claim as then known to Tradigital Artech LTD.
- Pending the determination of such claim, Tradigital Artech LTD may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Tradigital Artech LTD.
- You will cooperate fully with Tradigital Artech LTD in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.
By submitting any Content to Tradigital Artech LTD, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, “Confidential Information”). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
- You agree to indemnify and hold Tradigital Artech LTD, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.
- Tradigital Artech LTD shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of Tradigital Artech LTD representations or warranties or any of Tradigital Artech LTD obligations pursuant to the TOS. Tradigital Artech LTD will only be liable for incidental, consequential, or special damages in the case of third party claims.
- If Tradigital Artech LTD is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Tradigital Artech LTD shall have the right but not the obligation to assume control of any litigation.
- When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
- promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and
- give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party’s errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party’s expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party’s sole expense.
12 Electronic Communications Delivery
- You agree and consent to receive all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Tradigital Artech LTD provides in connection with your Content and your account. Communications include agreements and policies you agree to, updates to these agreements or policies, account statements, tax statements, and any other information relating to your Content and your Account. Tradigital Artech LTD will provide Communications to you by posting them on the Tradigital Artech LTD website or by email at the primary email address on file in your Tradigital Artech LTD Contributor Account.
- In order to access and retain electronic Communications, you will need a computer or mobile device with an Internet connection, a Current Version (as defined hereinafter) of a web browser; a Current Version of a program that accurately reads and displays PDF files; a valid email address (your email address on file with Tradigital Artech LTD in your Contributor Account); and sufficient storage space to save past Communications or an installed printer to print them. We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications. “Current Version” refers to a version of the software that is currently being supported by its publisher. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with Tradigital Artech LTD products and services.
- By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
- It is your responsibility to keep your primary email address up to date so that Tradigital Artech LTD can communicate with you electronically. You understand and agree that if Tradigital Artech LTD sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Tradigital Artech LTD will be deemed to have provided the Communication to you. You can update your primary email address or street address at any time by updating the information on file in your Account.
- The relationship between the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
- The TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter.
- The validity, interpretation and enforcement of the TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the United Kingdom (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters, shall be brought exclusively in the courts of the United Kingdom, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
- If any individual term of the TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, or arbitration as applicable, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that the TOS shall otherwise remain in full force and effect. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
- Tradigital Artech LTD will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content, either by Tradigital Artech LTD or any sublicensee thereof, or the termination of your Contributor Account. You expressly consent to all the potential uses of your content contemplated hereby and have no right to demand any particularized compensation arising from any individual or aggregate usage.
- Tradigital Artech LTD will not be liable for poor or any lack of visibility of your contents on the internet.
- Please note that Tradigital Artech LTD reserves the right to modify these terms at any time in its sole discretion, it is understood that no changes shall apply to any pending arbitration proceeding commenced or legal claims asserted prior to such change. Tradigital Artech LTD will notify you of any such change by an announcement on this page, your login page, and/or by other means to provide you the opportunity to review the modifications before they become effective. Modifications to these TOS will not apply retroactively. By continuing to make Content available through Tradigital Artech LTD, you agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Tradigital Artech LTD, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.
- In the event that you breach any of the terms of this or any other agreement with Tradigital Artech LTD, Tradigital Artech LTD shall have the right to terminate your account without further notice, in addition to Tradigital Artech LTD other rights at law and/or equity.
- It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
Effective as of Tuesday, March 31, 2020 and last updated on October 19, 2021.