Partners Terms and Conditions
Your consent to the terms of this Agreement with ProDrops Ltd. ("Company") is signified by clicking the box entitled "I have read and agreed to the Collaboration Agreement" in our Partner sign-up form.
WHEREAS, Company has developed an add on to the gaming and esports worlds, allowing Company’s end-users to play popular online games and enjoy additional features, including without limitation digital collectibles and personalized items created by the Company, which the Company’s end-users may collect and/or purchase and/or sell (the “Company’s Product”);
WHEREAS, Company wishes to use the Partner’s Content (as defined below) as a part of and in connection with the Company’s Product pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1.1 Partner (as defined below) shall apply to the Company through Company’s Partner sign-up form on Company’s website and such application undertakes the acceptance of the terms and conditions of this Agreement. The Company shall accept or refuse Partner’s application within a period of three (3) months from the date of application, as registered in Company’s database, at Company’s sole discretion (the “Confirmation Date”) and from such Confirmation Date, Partner shall be considered as Company’s Partner (the “Partner”). Partner hereby confirms that it acknowledges and agrees that until the acceptance of Partner’s application by the Company, Partner’s application shall not result in any obligation on the part of Company to enter into any agreement of any kind with Partner. Company’s confirmation shall be sent by email at the email address indicated by Partner in the application form or via the Company’s solution, if applicable.
1.2 In addition, due to any reason, including the identity of the Partner, at Company’s sole discretion, Company may be entitled to offer to the Partner different or supplemental terms and conditions than of this Agreement and Partner will be entitled to accept or refuse the new terms and conditions proposed.
2.1. Partner hereby grants to the Company or anyone acting on its behalf a perpetual, worldwide, transferable, licensable, on a royalty-free basis (except to receipt of the Compensation set forth above) license to (i) use the Content or any part thereof, perform, communicate, transmit, display, commercialize, distribute, sell, market, promote, publish, reproduce, combine the Content or any part thereof with other content, edit the Content, including by removing any part of it, creating presentations, audio and/or video files using the Content in whole or in part, copy, store, and create derivative works thereof, at Company’s sole discretion and (ii) grants license to the Company’s end-users, to collect, use, purchase, sell the Content (as part of the Company’s Product), without the need to obtain Partner’s further consent. The Partner agrees that the Content and any derivatives works thereof created based on the Content shall be used on Company’s Product. Notwithstanding the above, the Partner agrees that the Content (as defined below) and any derivatives works thereof created based on the Posts may be used by the Company for any marketing purposes and on any media or platform.
“Content” means (i) any content provided by Partner to the Company, as accepted by the Company, at its sole discretion, including but not limited to the content as set forth in Exhibit A (the “Content”); (ii) a product designed by the Partner for the Company on Company’s template which include Partner’s content (“Partner’s Creation”); and (iii) any Post shared by Partner as part of the Additional Services (as defined below). For avoidance of doubt, the Partner’s Creation shall be considered as a part of the Partner’s Content.
2.2. Partner shall provide the Company with certain services as set forth in Exhibit A (the “Services”) and provide the Company with additional services, as may be requested by the Company from time to time and as mutually agreed by the parties, as set forth in Exhibit A (the “Additional Services”).
2.3. Any Company’s Product created in any form, format or medium may capture, include or contain the Content, in whole or in part, whether the Content is maintained or distorted in any way, and any reproductions or any type of derivatives thereof, in any form or media created, whether hard copy or soft copy. The Company shall be entitled to use or non-use the Company’s Product for any purposes in various PC games, as mutually agreed upon by the parties. In addition, Company shall be entitled to remove from any platform (i) any Company’s Product which was not sold or collected, at its own discretion, and (ii) any Company’s Product which was already sold or collected if such Company’s Product would harm the good name, image or reputation of the Company in any manner, at Company’s own discretion.
2.4. The Partner agrees that the Content may be provided to the Company by the Partner itself or by a third party, provided that the Partner pre-approved in writing the Content provided by such third party. If the Content is provided by a third party, the costs and the regulation of rights for the provision of the Content will be Company’s responsibility, provided that the costs shall be reduced from the Compensation (as defined below) to which the Partner is entitled, unless decided otherwise in writing by the Company.
The Company will incorporate the Content into the Company’s Products, which may be used, including collected and sold in any platform, including games played by the Partner, at the Company’s own discretion. The Company shall be entitled to remove Company’s Products from any approved platform, at its own discretion.
As sole and exclusive compensation for Partner’s Services and Additional Services, if applicable, the performance of Partner’s undertakings hereunder and the rights granted by Partner to the Company hereunder, Company shall pay the compensation as set forth in Exhibit A (the “Compensation”), except if otherwise explicitly agreed upon in writing by the Parties. Partner confirms that neither Partner nor any third party, including any Player (as defined below) shall be entitled to any other payment and/or royalties or reimbursement from the Company in connection with the Company’s Product and/or the use of Partner’s Content by the Company or the Company’s end-users or otherwise.
5. Company’s Representations and Commitments
Company represents and warrants to Partner that: (i) Company will not make any use of the Partner’s Content, except in accordance with the provisions of this Agreement; and (ii) Company will maintain the good name of the Partner and it will not make any use of the Partner’s Content in a manner that would harm the good name, image or reputation of the Partner.
6. Partner’s Representations and Commitments
Partner represents and warrants to Company that (i) the execution and delivery of this Agreement and the fulfillment of the terms hereof will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; (ii) Partner is the exclusive owner of the Content or has the exclusive right to use, and to allow the Company to use, the Content, in accordance with the terms of this Agreement (iii) if Partner provided Content incorporating Player’s content, Partner obtained Players’ consent in writing to provide to the Company the Content and the rights of use in accordance with this Agreement, and, upon Company’s request, shall provide to the Company copies of all such written consents; (iv) if Partner provided Content incorporating Player’s content, the Player is over the age of majority or Partner obtained Player’s parent’s or guardian’s permission to provide to the Company the Content and the rights of use in accordance with this Agreement; (v) has the ability to fulfill his obligations under this Agreement (vi) Partner will not take any action that may harm the image, name and/or reputation of the Company; (vii) Partner owns all the rights in the Content, including but not limited to photography rights and the Company will not be required to pay any fee to any third party, including any Player in connection with the use of the Content; (viii) Partner has not granted rights in or to the Content that would prevent it from entering into this Agreement; (ix) the Content does not violate any applicable law, or the rights of any third parties, including, but not limited to, the intellectual property rights or other proprietary or property right, false advertising or unfair competition; and (x) Partner’s undertakings under this Agreement, including any rights and permissions granted by Partner herein, are definitive, irrevocable and perpetual.
All information disclosed by the Company to the Partner and the terms of this Agreement shall remain confidential and the Partner shall not divulge them to any third party. This undertaking will remain in force even after the termination of this Agreement for any reason.
Partner agrees that all proprietary information, and patents, trademarks, copyrights and other intellectual property and ownership rights in the Company’s Products and of any derivatives created based on the Content are and shall remain at all times the sole property of the Company. Accordingly, Partner hereby irrevocable assigns to the Company, its assignees and successors any intellectual property rights, moral rights, copyrights or other rights that Partner may have, now or in the future in the Company’s Products and the Content incorporated therein or the derivatives of the Content as set forth above.
9. Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, or consequential, damages, even if such party has been advised of the possibility of such damages. Except for indemnifications obligations as set forth in Section “Indemnification” below, it is agreed that either party’s aggregate liability under this Agreement shall not exceed the aggregate Compensation actually received by such party, if any in connection with this Agreement during the twelve (12) months before the occurrence of the event giving rise to such liability. Notwithstanding the above, Partner shall be entirely and solely responsible for any Claim (as defined below) or demands from any Player or any third party claiming any rights in or to the Content, in relation with this Agreement.
Partner undertakes to defend, indemnify and hold the Company harmless against all claims, demands, losses, liabilities, costs, damages and expenses (including reasonable attorneys’ fees) (“Claims”) resulting from any breach of its representations, commitments or undertakings hereunder and/or from any of its acts or omissions, including any Claims against the Company from any Player or any third party claiming any rights in or to the Content.
11. Term; Termination
This Agreement shall commence on the date hereof and shall continue for a period of one (1) year, and will automatically renew for one (1) year terms unless either party provides written notice to the other party of its intent not to renew this Agreement at least thirty (30) days prior to the end of the then current renewal term (the “Term”). However, either party may terminate this Agreement immediately by written notice and without derogating from any other remedy to which such party may be entitled in the event of material breach of any of the provisions of this Agreement, which breach has not been cured within 14 days of notice thereof to Partner.
12. Effect of Termination
In the event of termination of this Agreement by either party for any reason, the Company may remove, at its sole discretion, the availability of Company’s Product with Partner’s Content that has not been sold or collected by end-users.
13. Independent Contractor
The Partner is an independent contractor and no employee-employer relationship will be established between the Partner and the Company. The Partner will indemnify the Company for any payment or damage caused to the Company due to any claim for the existence of an employer-employee relationship against the Company.
14. No Claim
Partner hereby confirms that it will have no claim, argument or demand against the Company or anyone acting on its behalf or the Company’s end-users with respect to the use of the Content and derivative work created based on the Content, and the use and the sale of the Company’s Product (including for non-use thereof) under any law or agreement, including without limitation with respect to any intellectual property rights, moral rights, copyrights, defamation or privacy deprivation. Partner hereby confirms that it is not entitled nor will be entitled, nor any third party, including any Player nor will be entitled to any payments and/or royalties in connection with this Agreement, and the assignment of all rights thereto to Company and any use made by Company or anyone acting on its behalf, except as set forth in Section “Compensation” above.
15.1 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.
15.2 This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties. Notwithstanding the foregoing, in any event of a breach or threatened breach of this Agreement, the disclosing Party shall be entitled to seek interim or injunctive relief at any court of competent jurisdiction.
15.3 This Agreement may not be assigned by Partner, without the prior written consent of the Company. The Company may freely assign its rights and obligations herein to its affiliates or upon a sale of all or substantially all of its business or assets.
15.4 Company may change the terms and conditions of this Agreement, at any time and at its sole and absolute discretion by sending to the Partner a notice to such effect by email at the email address indicated by Partner in the application form or via the Company’s solution, if applicable (the “Notification”). The Partner shall be entitled to terminate this Agreement with a written notice of thirty (30) days to the Company following the Notification by the Company. For the avoidance of any doubt, no failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. Notwithstanding the above, failure from the Partner to provide a notice within thirty (30) days from the Notification, shall mean that Partner accepted and agreed to the amended terms of this Agreement.
15.5 Headings to Sections herein are for the convenience of the parties only, and are not intended to be or to affect the meaning or interpretation of this Agreement.
15.6 In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder thereof, and shall in no way affect, impair or invalidate any other covenant, condition or other provision therein contained.
15.7 All notices required to be delivered under this Agreement shall be effective only if in writing and shall be deemed given when received by the party to whom notice is required to be given and shall be delivered personally, by registered mail or by means of electronic communication.
(i) Partner will provide the Content within 45 days of the end date of the Confirmation Date and provide new content during the Term, as mutually agreed between the parties (for the avoidance of any doubt, breach of this Section shall be considered as material breach in accordance with Section “Termination” above); and
(ii) Company may request the Partner to provide Partner’s Creation designed for the Company on Company’s template. The design of the Partner’s Creation will be at Partner’s discretion, except that (i) the Partner shall use Company’s template; (ii) the Company shall approve the design of the Partner’s Creation after deliverance, at Company’s own discretion; (iii) the Company may require modifications in the design of the Partner’s Creation, at its own discretion; and (iv) the Partner shall design the Partner’s Creation in accordance with the terms of this Agreement and the Company’s requirements, as provided from time to time.
Partner shall provide the following Content:
• High Resolution photo (at least 1500x1500) of Partner, that was taken in proper lighting conditions
• If requested by the Company, the Partner’s Creation - Full and unique card design based on Company’s template as set forth in Section ”Services” above
• Short Bio (recommended but not mandatory)
Notwithstanding the above, the parties may mutually agree upon additional content to be provided.
If Partner is an organization and not an individual, Partner shall provide the Content with respect to esports players who participated in Partner’s events or influencers who are involved in Partner’s activities (the “Player”).
4. Additional Services
Company may request the Partner to share certain social media posts related to Company’s Products, as mutually agreed by the parties (the “Post(s)”). Except if explicitly agreed otherwise by the Parties in writing, tThe Compensation is the sole and unique payment the Partner is entitled to and the Partner acknowledges and agrees that Partner will not be entitled to additional payment for the provision of the Additional Services. If it is explicitly agreed between the Parties in writing that Partner is entitled to certain additional payment for the provision of the Additional Services, such additional payment shall be effected within thirty (30) days as of the end of the month the Additional Services were provided to the Company, against Partner’s appropriate tax invoice.
Partner shall be entitled to the following compensation:
(i) twenty percent (20%) of Company’s Net Revenues (as defined below) generated and actually received by the Company from purchase of Company’s Product made by Company’s end-users while using the Partner’s Referral Code (as defined below). Notwithstanding the above, the Company will pay the Partner the fees payable under this Section for purchases made by end-users during the Term and until the termination or the expiration of this Agreement; and
(ii) two and a half percent (2.5%) of the Company’s Net Revenues generated and actually received by the Company from any transaction performed in the Company’s open market(the secondary market) by end-users with the Company’s Product incorporating the Partner’s Content.
The Compensation shall be paid by the Company to Partner within thirty (30) days of the end of the month in which Company receives payments from the end-users for the purchase of the Company’s Product, against Partner’s appropriate tax invoice. Notwithstanding the above, Company may be entitled, at its sole discretion, to delay payment of the Compensation when the aggregate Compensation due to Partner is lower than USD 50 until the aggregate Compensation accrues to such amount. The Compensation to be paid to Partner under this Agreement is exclusive of taxes (notwithstanding, free and clear of withholding taxes).VAT will be added to the Compensation, if applicable. For the avoidance of any doubt, the parties acknowledge and agree that the Compensation received by the Company from the end-users in digital currency shall be paid by the Company to the Partner in USD in accordance with the conversion rate at the transaction date with the end-users, as determined by the Company at its own discretion.
“Net Revenues” shall mean the total amount of gross profits generated and actually received by the Company from end-users in connection with the purchase of Company’s Product incorporating such Partner’s Content, minus any third-party charges, transfer fees, taxes (other than taxes based on the Company’s income), and subject to offset of refunds.
“Referral Code” shall mean a personalized text code assigned to the Partner which may be used by Company’s end-users during a purchase of Company’s Product.