Artist Colab Terms and Conditions

ARTIST COLLABORATION AGREEMENT
Terms and Conditions

(Last Updated: 13 July 2023 / Version: 20230713AH)

These terms and conditions (the “Terms and Conditions”) shall apply and form an integral part of the Artist Collaboration Term Sheet (“Artist Term Sheet”) entered into by and between Party B/Artist (as specified in the Artist Term Sheet) and Casetagram Limited (the “Company”). Company, Party B/ Artist shall be each referred as a “Party” and collectively, the “Parties”. These Terms and Conditions and each Artist Term Sheet are together referred to as the “Agreement”.

Term: The Agreement shall become effective from the date of signing the Agreement by both Parties until the end of the Selling Period (“Term”).
Artist Materials: Artist shall retain all rights in the Designs and any other intellectual property(ies) and materials provided for the Collaboration under the Agreement (“Artist Materials”), subject to Company’s rights to use the Artist Materials (and, if any) set forth in the Agreement. Each of Party B and Artist acknowledges and agrees to allow the Company to use the Artist’s name, photographs, images, likenesses, voices and biographical information, as approved by Artist, and the Artist Materials, in connection with the Collaboration. This clause shall survive termination or expiration of the Agreement.
Company Materials: All materials provided by Company under the Agreement and the Company Marks (collectively, “Company Materials”) shall remain at all times the property of Company. “Company Marks” shall mean any trade names, trademarks, logos and any other copyright materials from time to time owned, used, licensed or developed by or for Company.
Copyright Protection: Each Party hereby authorizes the other Party (but not as an obligation) to do or take any reasonable action it seems fit to protect the copyright and any other intellectual property right in the Designs or to do any acts to counteract the piracy of the Designs.
Confidentiality: The Agreement and its contents and all non-public information and materials provided and disclosed by a Party under the Agreement (“Confidential Information”) are confidential. Neither Party (for Party B, including the Artist) shall disclose the disclosing Party’s Confidential Information to any third party without the disclosing Party’s consent. The confidentiality and non-disclosure obligations of this Agreement shall not apply if disclosure is required by a judicial or regulatory order or decree of governmental law or regulation, provided that the receiving Party shall provide the disclosing Party with prompt written notice to the extent possible so that the disclosing Party may seek an appropriate protective order.
Representations, Warranties and Undertakings: Each Party hereby represents, warrants and undertakes that (a) it is free to enter into the Agreement without violation of any applicable laws or contractual obligations; and (b) it shall have the sole and exclusive ownership of all rights in the Artist Material/Company Materials (as the case may be) and all necessary right clearances, consents, permissions and image/appearance releases are obtained for the use of the Artist Materials/Company Materials (as the case may be) in this Collaboration without infringing third party’s intellectual property and other rights, or giving rise to a claim of slander or libel, or violation any contractual or confidentiality obligations or laws/regulations, or being considered as defamatory or obscene; and (c) each Party (for Party B, including the Artist) shall not engage in any conduct which would materially harm the other Party’s reputation or image, including, without limitation, any conduct which may bring the other Party into disrepute, make or cause or permit to be made any untrue, derogatory or misleading statement about the other Party, its brand and products, or expose the other Party, and its brand and products, to liability. Party B hereby represents, warrants and undertakes that at any time throughout the Term and within the first six (6) months after the Term, no collaboration, endorsement or partnership in any nature between Artist and any party which is similar to or is a competitor of Company’s business(es).
Injunctive Relief and Indemnity: In addition to any other remedies at law or in equity that either Party may have, either Party shall be entitled to equitable relief, including injunctive relief or specific performance or both, to prevent or cure any breach of the Agreement by the other Party (for Party B, including the Artist) without the posting of any bond or other security. Each Party agrees to indemnify and keep the other Party indemnified and harmless from and against all actions, claims, liabilities, losses, demands, costs and damages arising from or in connection with any breach of the Agreement by the indemnifying Party (for Party B, including the Artist), subject to Section 10 below. This clause shall survive termination or expiration of the Agreement.
Termination:
1. Either Party may terminate the Agreement (a) with immediate prior written notice to the other Party in the event of any breach of the Agreement by the other Party (for Party B, including the Artist); or (b) by 14-day prior written notice to the other Party if a force majeure event (which is an event beyond the reasonable control of either of the Parties) continues consecutively for more than 60 days.
2. If the Agreement is earlier terminated, earned fees shall be paid to Party B, and any monies paid in advance will be calculated on a pro-rata basis based on the remaining period of the Term and shall be refunded to the Company, provided, however that, if the termination is due to default or material breach of Party B or Artist, Company may at its reasonable discretion request Party B and Artist to immediately refund and return to Company the monies paid by Company under the Agreement. Nothing in this clause shall however prejudice Company from its rights and remedies under the Agreement or at law.
Assignment: Unless with the other Party’s prior written approval, neither Party shall assign or transfer all or any part of the Agreement to any third party.
Limitation of Liability: Notwithstanding any provision to the contrary, in any event (a) either Party’s aggregate cumulative liability under the Agreement shall not exceed the total amount of the fees paid under the Agreement, whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with the Agreement; and (b) neither Party shall be liable to the other Party for any loss or suffering, including but not limited to any incidental, consequential, special or punitive damages or loss of profits, howsoever arising out of the Agreement. For the avoidance of doubt, the limitation in this Section 10 shall not apply to (i) misuse of the Artist Materials/Company Materials; or (ii) breach of either Party’s confidentiality obligations; or (iii) any incidents or matters hurting or causing damages to the other party's brand image or reputation; or (iv) any infringement of the intellectual property right of a third party.
Non-union Agreement: This is a non-union Agreement. The Parties acknowledge and agree that the Agreement and all services and deliverables provided by Party B or Artist hereunder shall not be subject to the terms of any collective bargaining agreement (e.g., SAG, AFTRA). Each of Party B and Artist hereby acknowledges that Company is not a signatory to any collective bargaining agreement covering such services and deliverables.
Entire Agreement: The Agreement (including each Artist Term Sheet and any other appendix(es) and schedule(s) attached thereto) supersedes all prior or contemporaneous agreements and understandings between the Parties regarding its subject matter. A person or entity which is not a party to the Agreement shall have no rights to enforce any term of the Agreement.
Amendments, Severability and Relationship: No amendment to the Agreement will be valid unless confirmed in writing and signed by both Parties. Any provision of the Agreement that is unenforceable in a jurisdiction is ineffective as to that jurisdiction to the extent of the unenforceability, but that does not affect the validity or enforceability of that provision in any other jurisdiction nor invalidate the remaining provisions of the Agreement. The Agreement does not amount to any employment, partnership or agency relationship between the Parties.
Electronic Signature: The Agreement may be executed in counterparts and/or via PDF and/or by using electronic signature, each of which shall be deemed an original, but all of which shall constitute the same Agreement, and shall be legally binding.
Governing Law: The Agreement and the subject collaboration shall be governed by the laws of Hong Kong SAR (without giving effect to choice of law or conflict of law principles), and the Parties agree to submit to the exclusive jurisdiction of the courts of Hong Kong SAR.

*All content and texts of these Terms and Conditions are copyrighted works and may not be copied reproduced or appropriated, in whole or in part, in any manner without the Company’s written permission.