Brand Colab Terms and Conditions

BRAND COLLABORATION AGREEMENT
Terms and Conditions

(Last Updated: 1 January 2023 / Version: 20230101AH)

These terms and conditions (the “Terms and Conditions”) shall apply and form an integral part of the Brand Collaboration Term Sheet ("Brand Term Sheet") entered into by and between Party B (as specified in the Brand Term Sheet) and Casetagram Limited (the “Company”). Party B and Company shall be each referred as a “Party” and collectively, the “Parties”. These Terms and Conditions and each Brand 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 Distribution Period (“Term”).
Brand Materials: Brand shall retain all rights in the Designs and any other intellectual property(ies) and materials provided for the Collaboration under the Agreement (“Brand Materials”), subject to Company’s rights to use the Brand Materials (and, if any) set forth in the Agreement. The license of rights granted under the Agreement shall also include the rights to use Brand's name, photographs, images, likenesses, voices and biographical information 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: Party B hereby authorizes Company (but not as an obligation) to do or take any 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.
Free Products: Where Free Products are provided as set forth in the Brand Term Sheet, Party B shall notify Company (within the Distribution Period) the desired device type, model, color and other Company’s required details of the Free Product, and Company will select the Free Products with reference to Brand's preference but will have the final discretion on the selection. For sake of clarity, no extra units of Colab Products will be provided as Free Products on a per-type, per device, per model, per size, per SKU or any other similar basis. The Free Products will be delivered, at any time after the Launch Date and within the Term, to Party B at Party B’s address set forth in the Brand Term Sheet (or such other postal address that Casetify agrees to arrange for the shipment). If the Free Products are found to be damaged on arrival, Free Products can be returned to Company only for replacement of same product, provided that Party B must notify Company in writing (attached with the photo(s) showing the damages) within seven (7) days from the delivery date of the shipment. Company will resend damaged goods once to the same location with shipping and import duty/tax prepaid if such notice is received within the 7-day period. For sake of clarity, except the aforesaid, Free Products in any event cannot be returned/exchanged (neither for product nor cash refund). Company’s provision of Free Products is subject to the following conditions: unless other agreed with Company, (a) the Free Products shall be used by Brand only for gifting purpose, (b) the gifting list of the parties who will receive the Free Products shall be firstly mutually agreed between Brand and Company in writing; and (c) Party B shall procure that the Free Products shall be only used for personal use (and not for any commercial use or resale).
Confidentiality: The Agreement and its contents and all non-public information and materials provided and disclosed by Company under the Agreement (“Confidential Information”) are confidential. Party B shall not disclose the Confidential Information to any third party without Company’s consent.
Representations, Warranties and Undertakings: Party B hereby represents, warrants and undertakes that (a) Party B is free to enter into the Agreement without violation of any applicable laws or contractual obligations; (b) Party B shall have the sole and exclusive ownership of all rights in the Brand Material and have obtained all required right clearances, consents, permissions and image/appearance releases for the use and exploitation of the Brand Materials; (c) nothing in the Brand Materials will infringe or violate the rights or interests (including but not limited to, copyright, trademarks, rights of privacy, image rights or moral rights) of any party, give rise to a claim of slander or libel, breach any contract or duty of confidence, or be defamatory, obscene or unlawful; (d) the Designs (in whole or in part) are completely new and have not been used for any other purpose or products before the Collaboration; (e) at any time throughout the Term and within the first six (6) months after the Term, (i) Party B shall not use, or authorize any third party to use, the Designs (in whole or in part, also including the artworks/designs derived from, and/or substantially similar to, the Designs) for any non-Casetify branded phone cases and any other tech accessories, and (ii) Party B shall not represent, endorse and/or act for any party which is similar to or is a competitor of Company’s business(es); and (f) Party B shall not engage in any conduct which would materially harm Company’s reputation or image, or would be detrimental to the interests of Company, including, without limitation, any conduct which may bring Company into disrepute, make or cause or permit to be made any untrue, derogatory or misleading statement about the Company, its brand and products, or expose Company and its brand and products to liability.
Injunctive Relief and Indemnity: In addition to any other remedies at law or in equity that Company may have, Company shall be entitled to equitable relief, including injunctive relief or specific performance or both, to prevent or cure any breach of the Agreement by Party B without the posting of any bond or other security. Party B agrees to indemnify and keep Company and its associated companies/partners indemnified and harmless from and against all actions, claims, liabilities, losses, demands, costs and damages arising from or in connection with the Brand Materials and/or any breach of the Agreement by Party B. This clause shall survive termination or expiration of the Agreement.
Termination:
1. Company may terminate the Agreement (a) by immediate written notice to Party B or Brand in the event of any breach of the Agreement by Party B; or (b) by 14-day prior written notice to Brand if a Force Majeure Event continues consecutively for more than 14 days.
2. If the Agreement is earlier terminated, (i) any earned Royalties that Company paid to Party B would not be refunded or returned to Company, and (ii) where applicable, any MG 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, Company may at its reasonable discretion request Party B to immediately refund and return to Company all Consideration paid and provided by Company under the Agreement. Upon termination, Company shall be released from its remaining obligations 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 Company’s prior written approval, Party B shall not 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) Company’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) Company shall not be liable to Party B 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.
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 hereunder shall not be subject to the terms of any collective bargaining agreement (e.g., SAG, AFTRA). Party B hereby acknowledges that Company is not a signatory to any collective bargaining agreement covering such services and deliverables.
Notices: Any notice or other communication (“Notice”) given or made under the Agreement must be (a) to a Party’s last known address that the Party notifies the other Party from time to time during the Term; (b) in writing and signed by a person duly authorized by the sender; (c) delivered by prepaid post if local posting (and effective 2 days thereafter) or registered airmail if overseas posting (and effective 7 days thereafter) or by hand or courier (and effective when delivered); and (d) deemed as effective on next business day if its actual effective day of delivery is on a day which is not a business day or is later than 4pm in the place where the recipient is located. A Notice may only be given by email where the recipient has separately agreed that communication of that type may be given by email.
Entire Agreement: The Agreement (including each Brand 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.