Contributor Agreement
To be read and accepted by the Contributor (as defined hereinafter) and shall be congruent with the Collaboration agreement, the respective Release agreements, Rules and regulations (“Rules”) and all agreements under the General Terms and Conditions (collectively known as “Congruous Agreements”). By you accepting this agreement you shall be deemed to have accepted all the Congruous Agreements and shall be bound by the same.
This Agreement between United Gig Ltd conducting its business through and as eighstock.com and the Contributor (“You” or “Contributor” or “Your” where the context permits,), governs the terms by which the Contributor provide stock content comprising of photographs, vectors, video, audio and other media content (collectively known as “Contents”) to members of eightstock.com, on either an exclusive or a non-exclusive basis through the website located at website https://www.eightstock.com/ (known to as “Website”), wholly owned by United Gig Ltd (“United Gig”), and to other prospective purchasers through other distribution venues as provided for in this Agreement.
For the benefit of this Agreement, the definition of Producer and Uploader as defined in the Collaboration Agreement is as follows:-
Producer – The person or party who initiated the collaboration and by default is the Uploader.
Uploader – The Producer and any collaborator involved in the project (known as “Collaborator”) who is also authorised to upload contents on to the Website. Where an Uploader is a Collaborator, such authority must be given by the Producer. The Producer being the Administrator, is entitled to remove the Uploader at any time as the Producer may deem fit. United Gig shall not in any way be held responsible or liable in any way whatsoever to the Producer and/or the Uploader for such change.
You hereby expressly agree as follows
1. Grant of Authority
a. You hereby appoint United Gig as the distributor to sell, licence or sublicence the Contents on an exclusive or non-exclusive basis, as the case may be, to third parties worldwide and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all the Contents, United Gig shall be entitled to, worldwidely:-
i. the unlimited right to market and sublicence the right to copy, use, reproduce, distribute, redistribute, sublicence, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage, produce and sell prints or similar image products; or publicly perform or display the Contents to prospective licensees in any and all media now in existence or that may in the future be introduced: (i) through the Website; (ii) through other venues owned or operated by United Gig or its affiliates from time to time, and (iii) through third party distributor(s) (collectively known as “Distribution Partners”); and
ii. grant perpetual right to licences or sublicences to members or end-users. United Gig and its Distribution Partners will solely determine the terms and conditions of all licences of Contents granted by them without any reference to You; and
iii. in its sole discretion and/or jointly with the Distribution Partner, to select any Contents deemed eligible to be marketed or sold on the Website based on the choice of the Contributor either as exclusive (known as “Accepted Exclusive Contents”) or non-exclusive (known as “Accepted Non-Exclusive Contents”) (the Accepted Exclusive Contents and Accepted Non-Exclusive Contents are collectively known as “Accepted Contents”) without any reference or notice to You. You shall have no right of appeal on the decision of United Gig. Neither United Gig nor its Distribution Partners will be held responsible or liable for any error or mistake made in identifying the Contents and offer the Accepted Contents for sale as commercial or editorial purposes in the course of the selection.
In addition to the foregoing grant, United Gig and/or its Distribution Partners may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Contents and/or the Contents without notice to You for their own business purposes relating to the promotion of the Website, and for their distribution programs, and promote the licensing of Accepted Contents (including, without limitation, the use of the Accepted Contents including the Contributor’s marks or trademarks whether registered or otherwise, for marketing, sales and promotional efforts whether on the Website or through third parties). You shall not be entitled to any payment or compensation whatsoever for such use of the Accepted Contents and/or trademarks or marks for such business purposes.
b. The Accepted Contents may be included in one or more current or future content collections (“Collections”) made available for licensing or distribution by United Gig or Distribution Partners. United Gig will in its sole discretion determine the Collections, and may transfer and licence any of the Accepted Contents through any Collections as United Gig may deem fit. In the case where such Accepted Contents has been moved into a Collection,You willbepaidthe respective earnings as set out in the Rate Card in the link herein provided.
c. The Parties agree that all rights, including title and copyright, in and to the Accepted Contents will be retained by the Contributor, and no title or copyright is transferred or granted in any way to United Gig or any third party except as provided in this Agreement.
d. The Accepted Contents can be used on the Website and by the Distribution Partners for promotional purposes without compensation to Contributors.
e. All contribution by any party including but not limited to any concept, ideas, marketing strategies, quotes in whatever forms uploaded onto the Website by members or visitors to the Website shall be wholly owned by United Gig and You shall not be entitled to any compensation whatsoever from United Gig.
2. Contributor’s Personal Information Verification
a. It is compulsory that You submit at least one (1) valid means of Government- Issued identification as follows to United Gig for purpose of the first payment out of the revenues earned:-
i. travel passport;
ii. identity card;
iii. driver’s license; or
iv. certificate of incorporation (companies and organisations) (if applicable).
Scanned proof of identification can be uploaded via the Website.
b. United Gig reserves the absolute right NOT to:-
i. process any payments to You until the above valid identification has been submitted and approved and that You are18 years old and above;
ii. to review and approve the Contents submitted by You;
iii. reinstate any account / membership that has been de-registered / revoked.
3. Intellectual Property Matters
In the case where there is no collaboration group formed under the Collaboration System, You shall have first obtained the following releases prior and approval/permission to the agreement herein, if applicable.
Where a collaboration group is to be formed, You hereby expressly agree to the Collaboration System as herein provided by United Gig and You hereby declare that You have agreed to the terms and conditions stipulated in the Collaboration System, and if not already agreed, by You accepting the terms and conditions herein, You shall be deemed to have agreed to and accepted the terms and conditions of the Collaboration System. United Gig shall not be held responsible or liable in any way whatsoever in the event of any dispute arising between You and Collaborators arising out of the Collaboration Agreement and/or Releases and/or any other disputes between You and Collaborators. In furtherance to the Congruous Agreements, You shall have first obtained the following releases prior and approval/permission to the agreement herein:
a. Model Release
By You uploading the Contents, You expressly warrant that You own all proprietary rights or are the authorised representative of the applicable copyright owner(s) of such Contents, including copyright, in and to the Contents with full power to grant the rights contemplated in this Agreement. In addition, to the extent that the Contents contain images of people or persons, You represent and warrant that You have obtained a valid and binding model release form from all required parties in substantially the same form as the model release found on the Website that will permit the use for such Contents stipulated in this Agreement and that You will keep the original release and provide a copy to United Gig if requested.
b. Property Release
You also warrant that where required by applicable law and in accordance with the Rules, You shall have also obtained a valid and binding release in substantially the same form as the property release form found on the Website relating to identifiable property contained in the Contents that might sensibly lead to the identity of or be required by the owner of such property to permit the broad uses, including commercial use, of the Accepted Contents by United Gig’s members and its Distribution Partners’ customers.
c. Drone images – permission from local authorities
If Your Contents were taken with an unmanned aerial vehicle (drone) or other unmanned device, You hereby represents and warrants that You shall have adhered with all local laws and bye laws, and access requirements in the operation of the drone and capture of the Contents, including any necessary licences, permissions and permits to own and operate such unmanned device.
4. United Gig will not be liable for any damages resulting from the use of images by members or end users
You hereby agree that United Gig, its subsidiary companies, or any of its shareholders, directors, officers, employees, partners, affiliates, or agents (collectively known as “United Gig Group”) shall not be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of the Contents including the mis-use of the Contents by its members or end users, or the inability to use any Contents or any descriptive information or any error, omission or other matters relating to model or property releases respecting the Contents or any such descriptive information.
5. No credit for work promised
In using the name identified by You in the Contributor’s account profile, United Gig shall use commercially reasonable efforts to credit the Contributor as the source of the Accepted Contents, but United Gig shall not in any way whatsoever be held responsible or liable for any lack of credit. You hereby expressly acknowledge, accept and agree to this term and further hereby agree to the common business practice that where the creator of the Contents is not credited, that the Contents may be modified, used in connection with sensitive topics and may be used or modified in ways that may be controversial or unflattering, and to which You hereby allow and authorise United Gig to the same.
6. Contributor Payment
a. United Gig agrees to pay You the agreed sales earnings in accordance with the Rate Card posted at https://blog.eightstock.com/index.php/how-can-you-earn-on-eightstock/. The payment out shall be subject to You achieving your payment threshold.
b. You acknowledge that the Rate Card is subject to changes or variation at the sole discretion of United Gig, such changes will be notified to you via the website.
c. If at any time the Rate Card is not acceptable to You, You may terminate this Agreement in accordance with the terms herein and the Rules. Continued submission of the Contents or failure to terminate this Agreement will be deemed acceptance by You of changes to the Rate Card, and the amended Rate Card will be incorporated by reference into this Agreement. United Gig shall not be held responsible or liable to any parties or Collaborators by virtue of such acceptance by You and You hereby indemnify and keep United Gig indemnified fully of all claims whatsoever by any parties.
d. Sales Earnings Deduction
United Gig is at liberty to deduct the following amounts from the Sales Earnings payable to You(“Deductions”): (i) cancellation of a licence where the original sale has been reported to You including but not limited to where the cancellation is due to a fraudulent transaction; (ii) any penalties imposed by United Gig (iii) overpayment of Sales Earnings; and (iv) amounts that may be deducted or withheld in accordance with the Indemnity section.
e. All Sales Earnings payment may be stopped immediately as United Gig may deem fit and proper and any outstanding sums payable will be forfeited in the event of any Intellectual Property infringement by You. In furtherance thereto, You hereby indemnify and keep United Gig indemnified of all claims, demands, losses, damages brought against United Gig or its principal holding company by any third party claiming such infringement by You.
f. The parties further agree that United Gig shall not be required to pay Sales Earnings to You if United Gig is restrained or otherwise prevented from using rights granted under this Agreement relating to the Contents because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party.
7. Passwords
a. You acknowledge and agree that You will be fully responsible for each and every access or use of the Website or any other upload website, tool or application that occurs in conjunction with your account and such passwords, and that United Gig is authorised to accept your login and password as conclusive evidence that you wish to upload the Contents pursuant to this Agreement.
b. United Gig shall have no liability or responsibility to monitor the provision of the Contents under your login and password.
8. No content review and responsibility
a. Managing the Contents
i. United Gig does not and cannot review all the Contents or descriptive information uploaded to the Website and is not responsible for the Contents, quality, or consequences of your uploading such Contents or descriptive information.
ii. United Gig reserves the right to delete, move, refuse to accept or edit any communication or the Contents that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable. United Gig shall have the right but not the obligation to correct any errors or omissions in any Contents or any descriptive information, as it may determine in its sole discretion.
9. Third party use of Contributor’s Accepted Contents
a. You acknowledge that the Contents you provide pursuant to this Agreement that becomes Accepted Contents may be purchased or licenced by members of the Website or Distribution Partner’s sites with the intention that they will adhere to the terms of the applicable licence agreement.
b. No responsibility for use of Acceptable Contents by members or end users.
i. Notwithstanding the foregoing, given the exigencies of the stock contents business and the prevalence of royalty-free content, United Gig cannot warrant or guarantee or take responsibility for the compliance by purchasers and licensees of the terms of such agreements.
ii. Accordingly, You acknowledge and agree to the possibility of the Contents being used in a manner that is not contemplated in this Agreement, and You agree that notwithstanding any rights You may have to pursue the licensees of such Contents at law, United Gig shall have no liability to You and/or any person claiming through You for any breach by a purchaser or licensee of the terms of any agreement respecting the Accepted Contents. United Gig will use commercial efforts to assist in the protection of Your intellectual property rights, at Your request in writing and at the cost and expense of You.
10. Confidentiality
a. You acknowledge that some Confidential Information (defined below) may be obtained by You by entering into this Agreement, the Rules and such other agreements related to contribution or collaboration by You and/or Collaborator as the case may be, and the provision of the Contents which constitutes valuable, confidential, proprietary information of United Gig and its licensors, and agrees that during the term of this Agreement and thereafter You shall not, without the express written consent of United Gig, use or disclose to any other person or party any such Confidential Information, except as specifically authorised under this Agreement or by United Gig.
b. For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of United Gig, its holding company or subsidiaries, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, the Contents, graphics, documentation, finances, research, development, know-how, trade secrets, training materials, personnel identities or personal information of any kind pertaining to members, clients, methodologies, the Website and eightstock.com contents belonging to others and other intellectual property.
11. Your legal capacity to Supply Contents, Representations and Warranties
a. You hereby represent and warrant as follows:-
i. that You have the legal capacity and authority to enter into this Agreement and perform all the obligations herein and in such other agreed terms and conditions and/or Rules and that You will comply with all applicable laws, or is the authorised representative of the applicable copyright owner(s) of such Contents, with the absolute right to grant all of the licence rights contemplated to be provided under this Agreement, and have not granted any rights or licences to any Contents or any other intellectual property or technology that would conflict with this Agreement;
ii. if the Contents consist in whole or in part of design elements that are included in design program software, the end user licence agreement, terms of service or the equivalent licence held by You for such design program software allows You to incorporate such elements in the Contents created by You, and to licence such Contents to United Gig for the purposes set forth herein;
iii. the Contents as delivered to United Gig from time to time, shall not, whether in part or in total, contain any harmful elements; or disabling mechanism; or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Contents will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Website or the Contents or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Contents or the Website in any way;
iv. the Contents will include all necessary descriptive information or such descriptive information made available to United Gig, if any, to enable its effective marketing on the Website, and which will be complete and accurate in all material respects, and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Contents;
v. the Contents delivered or uploaded on to Website represents the original creations and expressions of subject matter, and no Content or descriptive information infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party;
vi. the Contents have not been obtained in any unlawful manner, whether civil or criminal, and is not subject to any applicable accreditation terms or access condition that might be breached by the Contents being used by United Gig, its members or end users or Distribution Partners as contemplated under this Agreement;
vii. You have not offered for sale the Accepted Exclusive Contents to any party and/or uploaded for sale on any platform, and/or you have not granted any licence or authority to any party to upload the Accepted Exclusive Contents to any platform for sale on your behalf or otherwise for your benefit AND you warrant and undertake that you shall NOT hereafter offer the Accepted Exclusive Contents for sale to any party and/or grant any licence or authority to any party and/or upload the Accepted Exclusive Contents to any platform for sale on your behalf or otherwise for your benefit.
b. You represent and warrant that You shall not unlawfully (i) licence Your own content and/or (ii) predominately licence the content of only a few contributors and/or to (iii) collude with another United Gig member or any other party to unlawfully sign up on behalf of You, for Your own benefit.
c. You shall not upload the Contents or part thereof that is pornographic, defamatory, offensive, deem as harassment, abusive or threatening others, politically endorsing, , obscene, ethically or culturally offensive, indecent, sexually explicit, immoral, intrusive of privacy or illegal, or in any manner which endorses violence, or acts of terrorism; for use of adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating websites or apps that are discriminatory towards race, gender, religion, faith or sexual orientation, or any other unlawful manner or may render the Collaborators or United Gig to disrepute.
Breach of any of the representations or warranties herein is deemed as a serious breach and United Gig is entitled to all remedies as stated including the termination of Your account immediately without any notice to You, or the rights as stated in Clause 13.
12. Contributor to Indemnify United Gig for Improper Use
a. You agree to indemnify and keep United Gig fully indemnified, defend and hold United Gig Group harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any United Gig Group as a result of or in connection with:-
i. any use or alleged use of the Website or upload application or process or provision of the Contents under Your account by any person, whether or not authorised by You;
ii. or resulting from any communication made or the Contents uploaded under Your account;
iii. any violation by You of any of the terms of this Agreement and/or the Rules or related agreements or terms and conditions; or
iv. consequences of the breach of warranty by you pertaining to but not limited to the Accepted Exclusive Contents;
v. any claim threatened or asserted against any United Gig Group to the extent such claim is based upon a contention that any of the Contents used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party.
b. United Gig reserves the right, at Your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with United Gig’s defence of such claim.
c. You agree that United Gig shall have the sole right to determine whether and to what extent to proceed against a licensee or other third party (an “Infringer”) for any violation of a licence agreement or alleged infringement of any other of Your rights. You hereby release United Gig absolutely from any and all claims You might have, either directly or indirectly, arising out of or in connection with a determination by United Gig to proceed or not to proceed against any Infringer in any instance. United Gig hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate United Gig for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts’ fees and disbursements on a solicitor and client basis) incurred by or on behalf of United Gig in connection with such action, be divided between You and United Gig as appropriate according to the earnings ratio. In the event United Gig elects not to proceed against an Infringer, You shall have the right to proceed against such Infringer for such licence violation or infringing action. You hereby agree that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate You for losses or damages, shall, after deduction of all costs and expenses incurred in such recovery (including, without limitation, reasonable counsel and experts’ fees and disbursements on a solicitor and client basis), be divided between You and United Gig accordingly to the agreed earnings ratio.
13. Consequences of breach or violation of terms and conditions by the Contributor.
If there are any violations or breach of any terms and conditions stated here and also terms agreed to prior on the Website by any party herein, United Gig Ltd has the absolute right to remove any images or suspend or freeze their respective accounts on the Website and/or suspend such party from any activities in his/her account and/or creating any new collaboration for a period that United Gig Ltd may deem fit and proper, until such violation or breach is rectified within the period specified by United Gig Ltd. In the case where there’s a failure on the part of the party in breach to rectify the violation and the account is frozen, United Gig will be entitled to impose a penalty of an amount equivalent to a certain percentage on all the future earnings of the party in breach as United Gig may in its absolute discretion deem fit and proper. The penalty imposed will not affect the account of other parties not in breach.
14. Website to Indemnify Contributor
a. Indemnity by United Gig: Subject to the terms of this Agreement, and provided that You have not breached the terms of this Agreement, United Gig agrees to defend, indemnify, and hold You harmless up to the Liability Cap as defined below. Such indemnification shall only apply to claims for damages directly attributable to United Gig’s breach of the terms of this Agreement, together with the expenses (including reasonable attorneys’ fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding. This indemnification is conditioned upon You notifying United Gig, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim.
b. Such notification must include all details of the claim then known to You and emailed to support@eightstock.com . United Gig shall be at liberty to decide whether to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. In such event, You agree to cooperate with United Gig in the defence or commencement of any such claim and shall have the right to participate in any litigation at Your own cost and expense. United Gig shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
c. Liability Cap: United Gig’s maximum aggregate obligation and liability to You under this Agreement for all claims or in respect of the use or exploitation of any or all part of the Website or the Contents in any manner whatsoever inclusive of legal costs and expenses shall be limited to One Thousand United States Dollars (US$1,000.00) only (the “Liability Cap”).
15. Term and Termination
a. This Agreement is valid and enforceable until terminated as herein provided. Either Party may terminate this Agreement:-
i. by giving thirty (30) days prior written notice to the other Party subject always to the terms and conditions of the Congruous Agreements; or
ii. the other Party becomes insolvent or is subjected to bankruptcy.
b. Termination will not affect the validity of any Accepted Contents prior to the termination unless such termination is due to infringement of copyright or violation of any terms and conditions herein by You. Such licences granted prior to termination will continue in full force and effect according to their terms.
c. Within a reasonable time after termination of this Agreement, United Gig shall delete all digital files representing the Accepted Contents and withdraw the availability of such files for search and licensing from all Distribution Partners databases and repositories.
d. Notwithstanding above, United Gig may retain digital files of the Accepted Contents in its back-up media up to ninety (90) days after termination or removal of the Contents by You. United Gig reserves the right to pursue and close previously quoted transactions prior to the termination and conclude the sale before the next payout date. All monies due to the Contributor as a result of the sale after the termination shall be paid out in full. This clause is not applicable where the termination is due to the infringement of copyright or violation of any terms and conditions herein by You.
e. United Gig may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all earnings due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of the Contents provided to United Gig or the Website hereunder.
f. Notwithstanding anything herein, United Gig shall in its absolute discretion terminate any account left dormant for a period of no less than 6 years. For avoidance of doubt, dormant shall mean inactive account with no Sales Earnings whatsoever accrued or credited into Your account, which shall include the collaboration group in the Collaboration System.
16. Effect of Termination
a. Upon the termination of this Agreement, the grant of authority given to United Gig shall cease with respect to the relevant category of the Contents subject to the following conditions:-
i. United Gig shall remove the affected Accepted Contents from the Website and Distribution Partners’ sites within ninety (90) days of the termination of this Agreement;
ii. notwithstanding the termination, United Gig and its Distribution Partners shall have the right to continue licensing Accepted Contents until it is removed from the Website or other sites where Accepted Contents are distributed and for up to 90 days following termination where such Accepted Contents have previously appeared in United Gig’s promotional materials, or Distribution Partner’s marketing programs;
iii. regardless of the expiration or termination of this Agreement, United Gig will continue, in accordance with this Agreement, to pay Sales Earnings due to You at the applicable exclusive or non-exclusive rate set out in the Rate Card in respect of licences granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
b. Upon termination, United Gig will be entitled to retain all amounts owing to You for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating Your account.
c. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement with respect to one category of Accepted Contents shall not alter or reduce Your obligations and United Gig respecting any remaining category of the Contents, and in any event, shall not alter or affect the rights granted to licensees or sub-licensees by United Gig pursuant to this Agreement.
d. If this Agreement is terminated by United Gig due to breach or violation by You of any of the terms and conditions herein or breach of any of the terms and conditions of the Congruous Agreements by You, You hereby acknowledge and agree that United Gig shall be entitled to:-
i. terminate Your account and/or forfeit all earnings in the account; or
ii. remove any images or suspend or freeze Your account on the Website and/or suspend You from any activities in Your account and/or creating any new account or collaboration for a period that United Gig Ltd may deem fit and proper, until such violation or breach is rectified within the period specified by United Gig Ltd. In the case where there’s a failure by You to rectify the breach or violation and the account is frozen, United Gig will be entitled to impose a penalty of an amount equivalent to a percentage on all Your future earnings as United Gig may in its absolute discretion deem fit and proper.
If your account is terminated for any reason whatsoever, You must first obtain United Gig’s prior consent to sign up for another account. United Gig reserves the absolute right whether to grant such consent or not.
e. Termination of this Agreement shall operate without prejudice to the United Gig’s rights, defences and limitations of liability provided under this Agreement, the Licence Agreement or the Terms of Use, which rights, defences and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Contents, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
17. No Liability On Part of United Gig
United Gig shall not be held responsible or liable for any losses or damage to the Website and/or accounts of the Contributor caused by hackers or cyber terrorists or third party interference not due to the fault or default of United Gig. United Gig however, will endeavour to emplace a continuity plan or remedial works to any damage caused by such hackers and/or cyber terrorists and/or third party.
18. Limitation of Liability
a. You assume all responsibilities and risks for the use of the Website including without limitation of any of the Contents or information contained therein.
b. In no event shall United Gig Group be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business, information or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceedings arising under or out of this Agreement, including without limitation to the use of, reliance upon, access to, rights granted to You hereunder, even if United Gig has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
19. Force Majeure
It is mutually understood and agreed that neither You nor United Gig (including all parties in the Distribution Partners) shall be held responsible for damages caused by the delay or failure to perform any of its obligations under this Agreement, when such delay or failure is due to pandemic, hacker, cyber terrorists attack, fires, explosions, floods, storms, strikes, labor trouble, riots, epidemic, legal acts of the public authorities, delays or defaults caused by public carriers which cannot reasonably be forecasted or provided against, change of government or political power, war (declared or undeclared), embargos, blockades, legal restrictions, insurrections, acts of God or any other cause similar thereto which is beyond the control of the parties herein.
20. Governing Law and Dispute Resolution
a. This Agreement shall be governed by, and shall be construed in accordance with, the laws of Special Administration of Hong Kong. Any dispute, controversy or claim arising out of or relating to this Agreement, including validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules.
b. The number of arbitrators shall be one. The decision of the arbitrator shall, except in the case of manifest error, be final and binding upon the parties hereto. The arbitration proceedings shall be conducted in English.
21. Language
This Agreement was originally written in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of inconsistency between the English and the translated version, the English version shall prevail.
22. General
Knowledge or acquiescence by United Gig of any breach of any terms or warranties herein by You shall not be deemed or construed as a waiver of such terms or warranties any provision or right and United Gig shall be entitled its legal rights against You including strict performance of the terms and conditions.
23. Agreement Binding on Heirs, Executors
This Agreement is binding upon Your heirs, executors and legal representatives, successor in title as the case may be, and is not assignable by You without United Gig’s prior written consent. United Gig may assign this Agreement and all other related agreement or terms and conditions or Rules without Your consent to any other party so long as such party agrees to be bound by its terms.
24. Submitting the Contents as Authorised Representative
If and to the extent you are submitting the Contents to United Gig as an authorised representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary; and (b) to the extent Royalties are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.
25. No partnership
This Contribution Agreement shall not be deemed or construed as a partnership between the Contributor and United Gig.
26. Electronic agreement to the above terms and conditions
By clicking the “I Agree” button and/or submitting the Contents, You are deemed to have read, understood, acknowledged and accepted the terms and conditions of this Agreement, and had the opportunity to seek prior legal advice and agree to abide by and be bound by the Terms and Conditions as set forth in this Agreement.
Any queries may be sent to support@eightstock.com