The current Contributor Agreement are printed below.To view previous versions of the Contributor Agreement  click here

 

Thank you for showing interest in collaborating in co-creating and curating graphical content and artwork for Pixemix Worldwide we shall ensure your association with us shall survive flawlessly for lasting tenure.

THE FOLLOWING IS THE CONTRIBUTOR LICENSE AGREEMENT THAT IS REQUIRED FOR ANYONE INTERESTED IN CONTRIBUTING AND CO-CREATING CURATED GRAPHICAL CONTENT AND ARTWORK ON THE WEB PORTAL OF PIXEMIX WORLDWIDE.

  1. PARTIES:
    This agreement is set forth by and between:

    Party of Part I: - Principal License Holder/Licensor/Contributor

    Contributor is a person having its identity as mentioned in the log in details and is interested in co-creating curated graphical content of which original transferable intellectual property rights are held by the Contributor. It shall at all time include Contributor’s authorised agents, successors, representatives, and employees.

    Party of Part II:- Licensee/Pixemix Worldwide/Pixemix

    Pixemix Worldwide ( hereinafter referred as “Pixemix”), a Limited Liability Partnership Firm registered under Section 12 of Limited Liability Partnership Act, 2008, having its registered office at No. 323, 2nd Floor 4th Cross, HRBR 3rd Block, Kalyan Nagar, Opp. Jal Vayu Vihar North Gate, Bengaluru – 560043, is indulged into a business of transferring intellectual property rights vested in graphical content transferred by the original Contributor, herein Party of Part II, to the end user/consumer/licensee for personal use and by way of publication on its official website www.pixemix.com. Pixemix shall include and is not limited to its authorised controlled affiliates, agent, successors, employees and representatives and in case of divestors, mergers, acquisition, conversion, takeovers and expansion, the resultant legal entity inclusive of its authorised representatives, successors, agent and employees.

  2. DEFINITIONS:

    1. Content: Content here means co-created and curated content in form of novel, original visual artwork under any graphical title such as photographic images,motion graphics, videos, Graphics Interchange Formats (GIFs), written content,blogs, e-guides, trade names, corporate names, product names, service marks, taglines and descriptors, domain names, designs, typography, color palettes, and copyrighted works, including but not limited to content uploaded by Licensor and/or published by Pixemix on its official internet sites, stationery, signage,promotional items, advertising and marketing materials, trade show booths,sponsorships, events, awards, press releases, quarterly and annual reports,presentations, photographs, forms, and electronic media, stock photography, and other digital goods and any other such content produced by Contributor and published on www.pixemix.com and its affiliates, of which the Contributor holds original transferrable rights and the same are transferred to Pixemix Worldwide as per this agreement. It also is referred as licensed Asset, Content Asset or Contributions in this agreement.

    2. Contributor: A Contributor is one authorised and with his free will assigns Intellectual Property Rights over the contents so published on the website in favour of the licens or on the terms agreed by and between the licensor and contributor in this agreement and declares the content to be solely and originally owned, designed and proprietarily possessed by Contributor as per the Contributors Declaration. Contributors may be fashion designers, web designers, graphic designers, content and communication designers, photographers, textile print artists, typography artists, smaller creative/digital agencies, Association of Persons and/or Body of Individuals into this sort of designing field or aspiring students above age 16.

    3. Controlled Affiliates: means any entity that is controlled by LICENSEE; the term “control”, including the terms “controlling”, “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise.

    4. Exclusivity:Here means sharing, posting and uploading content exclusively on the website barring publication of the similar, same, identical or moderately corrected version of content on any other website.

    5. Infringement: An act of infringement shall be at all times considered as violation of Copyright Act and Rules, Trademark Act and Rules, Patent Act and Rules and any Intellectual Property Statutes and Regulations prevailing in India this shall include but is not limited to subletting the license, resale, retransfer of the licensed content/Licensed Asset published on this website, and/or acclaiming intellectual property rights over such content/licensed asset.

    6. Intellectual property Rights (IP Rights): Licensor’s intellectual property and proprietary materials, all copyrights, copyright applications, and copyright registrations, and all other intellectual property or proprietary rights other than patent rights relating to the Contribution further include, but are not limited to: Licensor’s proprietary management systems, trade secrets, trade names, corporate names, product names, service marks, tag lines and descriptors, domain names, designs, typography, colour palettes, and copyrighted works, including but not limited to content of its internet sites, stationery, signage, promotional items, advertising and marketing materials, trade show booths, sponsorships, events, awards, press releases, quarterly and annual reports, presentations, photographs, forms, and electronic media as it relates to Licensor and its Affiliates (herein collectively referred to as the “IP Rights”)

    7. Licensee: A licensee would be end user of the published content usually a person signing in or checking into the “I Agree/I Accept” option on the web page and has paid charges as quoted on the portal for procuring license rights over specific content published on this website. A licensee can be any individual being a natural person above age 16, artificial juridical person, Body of Individuals, Association of Persons, registered Company, registered or unregistered Firm, trade unions, Nongovernmental Organisation and any other such as recognised under definition of “person” as per relevant laws in India.

    8. Non-exclusive content: Content published on the website along with other websites irrespective of priority and privity of publication.

    9. Personal Use/Non-Commercial Use: Any use of the licensed asset other than Commercial Use is personal use/non-commercial use.

    10. Representative: means the employees, contractors, agents, directors, officers, legal counsel, accountants and financial advisors of a party.

    11. Royalty:Amount paid to the Contributors against their contributions as consideration, on the terms agreed upon and designed under Monetization Policy.

    12. Website:For purposes otherwise mentioned specifically in any other agreement or policy connected to this web portal, Website means www.pixemix.com and any other time and again corrected or connected with Pixemix Worldwide engaging into the same or extended objective, purpose, vision and mission as of Pixemix Worldwide subsequent to divestures, mergers, acquisition, or takeovers.

  3. COVENANTS:
    This Contributor License Agreement (“Agreement”) is for your protection as a Contributor as well as the protection of Pixemix Worldwide and its users and is intended to conclusively and clearly set out the responsibilities and obligations associated with Contributions (as defined below). Pixemix Worldwide, as owner and developer of the website, has each Contributor enter into this Agreement and agree to the terms below. On checking into “I Agree/I Accept” the Contributor agrees to adhere the terms of this agreement consequently is permitted to upload his creation and graphical content on this website. You and Pixemix Worldwide hereby accept and agree to the following terms and conditions, effective as of the earlier of (a) the date this Agreement is last signed below and (b) the date of your first Contribution to the Project:

    1. Contributors and Contributions:
      1. Any individual or legal entity that voluntarily submits Content/Licensed Asset/Contribution is addressed herein as “Contributor” or “You”. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor.

      2. A Contribution is “submitted” when any content is uploaded on the website along with the file containing original license rights.

    2. Contributor Grants:
      1. You hereby irrevocably assign, transfer, and convey to Pixemix Worldwide all right, title and interest in and to the Contribution. Such assignment includes all copyrights, copyright applications, and copyright registrations, and all other intellectual property or proprietary rights other than patent rights relating to the Contribution (“Proprietary Rights”). To the extent that under any applicable mandatory law, Proprietary Rights cannot be assigned, You irrevocably agree to grant, and You hereby grant, to Pixemix Worldwide an exclusive, perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to exercise all rights under such Proprietary Rights, including the right to use and commercialize the Contribution in any manner now known or in the future discovered and the right to sublicense such Proprietary Rights to third parties through multiple levels of sublicenses or other licensing arrangements. In case that under mandatory law You retain any moral rights or other inalienable rights to Contributions, You agree not to exercise such rights in your Contribution against Pixemix Worldwide, its licensees, its transferees, its users or its customers.

      2. You hereby grant to Pixemix Worldwide and to any and all individuals and entities who obtain, access, use, or distribute any Pixemix Worldwide content a perpetual, worldwide, fully paid-up, royalty-free, irrevocable (except as set forth below with respect to litigation) license, with right to sublicense (through multiple levels of sublicensees or other licensing arrangements), to any patent rights to make, have made, use, offer to sell, sell, import, and otherwise exploit or transfer your Contribution, in whole or in part, or prepare derivative works thereof, where such license applies only to valid patent claims licensable by You that are necessarily infringed by your Contribution alone or by combination of your Contribution with other work of the Project. The patent license granted in this Section 2.2 shall immediately terminate with respect to any party that institutes patent litigation against You or Pixemix Worldwide (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Project work to which You have contributed, constitutes direct or contributory patent infringement

      3. Upon making the assignment and grants set forth in Sections 2.1 and 2.2, You shall give Pixemix Worldwide, fully paid-up, irrevocable license to make, have made, use, reproduce, distribute, sub-license, modify and prepare derivative works based on your Contribution.

      4. In order to ensure that Pixemix Worldwide will be able to acquire, perfect and use its Proprietary Rights under Section 2.1 and its patent license under Section 2.2, You will: (a) sign any documents to assist Pixemix Worldwide in the documentation, perfection and enforcement of its rights, and (b) provide Pixemix Worldwide with reasonable support and access to information for recording, perfecting, securing, defending, and enforcing its rights. You also irrevocably designate and appoint Pixemix Worldwide as your agent and attorney-in-fact to act and sign on your behalf and take any necessary steps in order to perfect Pixemix Worldwide ’s rights under this Agreement.

      5. You may choose to upload designs, drawings, photographs, editorials for editorial use on the website. However, you agree to have submitted Consent form in prescribed format duly signed in favour of Pixemix. You thereby agree and grant all rights that you originally hold prior uploading such photograph, designs, and drawings on the website. Such can be uploaded in either of the two ways as mentioned in para 2.6 and 2.7 of this agreement with an addendum of rights and consent procured from the model.

      6. You may choose to upload your designs, graphic art, photographic, images, motion graphics, GIFs, videos, fonts, digital content, communication templates and graphical content exclusively on the platform provided by Pixemix Worldwide for customers. Under these circumstances you shall be prohibited from any publication on any other website of the contents you upload exclusively with Pixemix. Contributors shall be made liable for the penalty calculated at the discretion of Pixemix, in case if Contributor under this clause is found to have published contents uploaded herein exclusively on our website, to any other platforms, forums whether online or offline. This exclusivity permits the contributors to access free and promotional supplies of fonts, access to monthly art brushes, textures, fonts, e-books, trend reports, consultation tips to enhance business on the portal plus cross- marketing promotions across social channels etc. solely on the prerogative of Pixemix on AS IS AVAILABLE IS basis.

      7. You may choose to upload designs, graphic art, photographic, images, motion graphics, GIFs, videos, editorials, fonts, digital content, communication templates and graphical content non-exclusively on the platform provided by Pixemix Worldwide under these circumstances, Pixemix shall not be held liable or accountable for any infringement claims at any time and shall abstain from participating in claim proceedings

      8. You further agree to have read and understood Payment Terms under Monetization Policy for the Licensed Asset that you upload in any of the two forms as mentioned in 6 and 2.7 and further agree to receive Royalty as consideration against content so uploaded by the contributor.
    3. Contributor Representations:
      You affirm, represent and warrant that:
      1. You are legally entitled to grant the rights vested in uploaded content, above assignment and license;

      2. if your employer(s) has rights to intellectual property that You create that includes your Contributions, You have received written permission to make Contributions on behalf of that employer in accordance with the terms of this Agreement, that your employer has waived such rights with respect to any party for your Contributions to this website, or that your employer has executed a separate Contributor License Agreement with Pixemix Worldwide:

      3. each of your Contributions is your original creation;

      4. to the best of your knowledge, your Contributions (including any use or operation thereof) do not violate any third party’s copyrights, trademarks, patents or other intellectual property rights;

      5. to the best of your knowledge, no government license or permission is required for the export, import, transfer or use of your Contributions; and

      6. entering into this Agreement and submitting any Contribution does not violate, breach or constitute a default under any other agreement to which You or your employer is a party, does not require any consent, approval or waiver from or notice to any third party, and does not violate any law or regulation.

    4. Contributor’s Ongoing Obligations.
      You agree to notify Pixemix promptly of any facts or circumstances of which You become aware that would make the representations and warranties in Section 3 inaccurate or untrue in any respect. You agree to provide full disclosure and complete details of any third-party license or other restriction (including, but not limited to, related copyright, patents and trademarks) which are associated with any part of your Contribution.
    5. Disclaimer of Warranties.
      You are not expected to provide support for your Contribution, except to the extent You desire to provide support. You may offer support for free, for a fee, or not at all except for the express warranties set forth in section 3, neither you nor PIXEMIX WORLDWIDE make any warranties of any kind to the other party, either express or implied, including without limitation any warranties of a contribution’s merchantability or fitness for a particular purpose.
  4. PERIOD:

    The terms of this agreement shall be in operation for 18 months from the date of execution subject to renewal. On failure of renewal at specific time may tantamount to auto termination. However, termination in case of expiry of tenure shall be followed by one month of notice and gestation period for Contributors to avail the option of renewal. Failure in extension of period of agreement via renewal shall be considered terminated by efflux of time which consequently allows Pixemix Worldwide to delist the Contributor and cease its visibility on the web portal. All the obligations on either party shall be exercisable and leviable only up to this tenure of 18 months including free and promotional services provided under choice of exclusivity by the contributors.

  5. DISPUTE RESOLUTION:

    Pixemix reserves discretion, except to the extent prohibited by law, may require licensee to submit any disputes arising from the use of the licensed asset and this license agreement, including, without limitation disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding ad-hoc arbitration under the Indian Arbitration and Conciliation Act 1996 as amended by the Act of 2015 (and includes any subsequent amendments occurred if any post execution of this Agreement or Construction of this agreement), at a seat of Arbitration based at Bengaluru or at any other accessible place in Karnataka in India as consensually decided for which prior notice of such invocation is necessitated within 30 days from the date of identification of such dispute. In the case of Contributor domiciled or placed at any other Country other than India, the seat of arbitration would be in India at a consensually decided place by the parties. Language of arbitration shall be English. Jurisdiction in case of non-consensual arbitration, would be competent Courts of law in Bengaluru, Karnataka, India.

  6. FORCE MAJEURE:

    Pixemix platform is built on Shopify, which is worlds reputed, robust, trusted and reliable network brand with stringent security protocols, therefore there are less chances of any unscrupulous external activity to affect the operation and functioning of the website. However, in an unfortunate circumstance, if there is an intrusion/hack, Pixemix on detection or notice may further escalate and bring to the notice of Shopify and try to remedy the same within a period of 30 to 120 days in case of reversible and repairable damages. Pixemix and Shopify does neither guarantee nor are liable for repairs and reversal of any loss or damages caused due to such intrusion, crash or hacking of official website.

    Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, death, dissolution, disruption or outage of communications, power or other utility, disruption of website, hacking of website. irreversible crash of server data or programming, strike, lay off, or conditions under which any of the parties are unable to perform for situations or conditions beyond their personal control, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 72 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, or any other official electronic mode of communication where receipt of the same to the other party can be confirmed. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment or software breakdown or failure beyond its control, Pixemix shall, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. No claims either party would be liable to raise during or after the Force Majeure declaration. All the pending claims prior to declaration of Force Majeure shall stay suspended in case of reversible breakdown or maintenance or crash and the respective contracts shall stay in effect qua already published content on the website. All the pending claims other than above shall stay terminated and Pixemix shall hold no liability to mend the fiduciary obligations or satisfy any claims as the same becomes irreversible.

  7. MISCELLANEOUS:

    This Agreement contains the entire agreement vis-à-vis the terms of use of the website, privacy policy, Contributors Declaration and monetization policy published on this website and agreed between the parties, and supersedes all prior or contemporaneous agreements or understanding, whether written or oral, relating to its subject matter. Terms of this agreement may be modified at the discretion of Pixemix Worldwide and the same may be notified by an update pop-up on the website or on your dashboard or in your account created on our website. If any provision of this Agreement shall be deemed invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected and such provision shall be deemed modified only to the extent necessary to make such provision consistent with applicable law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of India, without giving effect to the principles of conflict of laws. This Agreement inures to the benefit of, and shall be binding on, each party and their respective heirs, successors and assigns.

    IN WITNESS WHEREOF, intending to be legally bound, the parties hereby execute this Pixemix Worldwide Contributor License Agreement as of the dates set forth below.

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