By accepting the following License Agreement, you (hereinafter the “Designer”) in consideration of Camaloon.com as a business entity belonging to Camalize SL with Spanish NIF B-65660656 and all its subsidiaries and affiliates (hereinafter collectively “Camalize”) evaluating your Design (hereinafter the “Design”) for its possible use on the available products (badges, magnets, wall decals, mirrors, skins, covers, stickers, clothing and others of your election), agree to the following terms and conditions (“License Agreement”):
The Designer and the Licensee
1 - The DESIGNER is over the age of 18 years old and legitimate owner of the complete moral and patrimonial rights of the design that he/she will be uploading to Camaloon.com (hereafter named the DESIGN). The DESIGNER is to accept these conditions and to upload the design that he/she wishes to yield for the commercial exploitation.
2 - The LICENSEE expresses its interest in acquiring the rights of exploitation necessary to use the DESIGN for the products he is currently selling that include vinyls, skins, stickers, magnets, mirrors, clothing and badges.
3 - The DESIGNER and the LICENSEE have the necessary legal capacities to bind themselves with this present document to the following conditions:
Commercial exploitation, submission and Payment
1 - The DESIGNER guarantees to be of age, legitimate owner of the DESIGN and to possess all rights of exploitation of the DESIGN objected to this contract. The DESIGNER yields the rights to reproduce, distribute, transform and communicate this DESIGN to the LICENSEE. 2 - The assignment is destined for the commercial exploitation and leaves the DESIGNER the moral and patrimonial rights to use the DESIGN for any other purpose. 3 - The DESIGNER submits each DESIGN he/she wishes to publish to the LICENSEE at the time of accepting the present agreement. 4 - The DESIGNER stands up for the LICENSEE for the ownership and the originality of the DESIGN and the pacific use of the copyright. To this effect, the DESIGNER declares that the DESIGN does not harm any rights of third parties. The DESIGNER, and not the LICENSEE, is responsible for all monetary charges related to copyright infringements of this DESIGN. 5 - The LICENSEE commits himself to mention the DESIGNER or the pseudonym of the DESIGNER on its website Camaloon.com next to the products destined for sale with the DESIGN. 6 - a) In terms of remuneration for the granted DESIGN, the DESIGNER may himself set the percentages of his/her participation on the revenue generated by the sale of products with the DESIGN by the LICENSEE. b) The DESIGNER accepts that the price of the sale of the product may be changed depending on market conditions (always with the goal of increasing sales and therefore increasing the DESIGNER's remuneration). This implies that his/her remuneration varies as well. c) The payments described above in part a) will only be paid out to the DESIGNERS account if the amount totals 50 or more Euros. In any case, the money earned will be available in the DESIGNER's account on Camaloon.com and may be spent on this same website. d) The payment of the above mentioned amounts will be transferred to the DESIGNER via PayPal. The DESIGNER hereby accepts owning a PayPal account and will introduce its email address in the specified field. The fees that may result from this transaction will be charged to the DESIGNER. Before the payment is made, an invoice will be generated in the name of the DESIGNER charging the LICENSEE for the use of the DESIGN. 7 - The LICENSEE reserves the right to distribute free samples of the products made with the DESIGNER's DESIGN. The DESIGNER accepts that his/her DESIGN may be used for marketing campaigns and actions with promotional purpose. 8 - The DESIGNER will be conveniently informed of the evolution of the sales of products with his DESIGN via email and/or in his account on Camaloon.com. 9 - The LICENSEE cannot yield the assigned rights over the DESIGN to third parties without the agreement of the DESIGNER. The agreement of the DESIGNER shall not be necessary if this occurs with the dissolution or managing changes (fusion, partial or total split-off, global asset or passive transfer o patrimonial segregation) of the LICENSEE.
Changes of terms
Camalize reserves the right to modify any aspect of the Design Submission Terms and Condition, including but not limited to general terms, pricing of products and commission margin. Camalize may also discontinue the Design Submission in whole or in part at any time for any reason. Camalize will notify the Designer 15 days in advance of any material changes to this Agreement (and the effective date of such changes) by email sending the revised Agreement. If the Designer continues to maintain or upload Designs on Camaloon.com website after the effective date of the changes, it will be deemed that he or her have accepted the changes and the new terms of the Agreement will govern all prior and future submissions of Designs. If the Designer does not accept the new terms of the Agreement, his or her sole and exclusive remedy shall be to terminate this Agreement by removing all of his or her designs from the website Camaloon.com.
Governing Law and Jurisdiction
10 - Both parties agree resolving all eventual differences concerning the present contract to the jurisdiction and competency of the Court of Justice of Barcelona. However, both parties may agree - in a separate document and for each possible dispute that may arise - to submit to arbitration, in accordance with the current legislation in Spain designating in mutual accordance one sole arbitrator (professional in the field of intellectual property).