Creative Allies

Membership Agreement

Last updated: July 4, 2019

CONGRATULATIONS!

You are about to become a Member of the Creative Allies® Website and  community. Our community includes content creators, like you, who work together to create, enhance and benefit each others’ careers and brands. By using the click-through mechanism provided on the sign-up page when you created an account you are agreeing to abide and be bound by this Membership Agreement (“Agreement”) and the Terms and Conditions. Before you continue, please read this Agreement carefully. It not only contains legal obligations to which you are agreeing, but it also provides you with an explanation of the guidelines and requirements for participating as a Member of Creative Allies®. This Agreement explains your rights and it also details the manner in which you may give or receive payment for services that you offer or obtain through your membership with Creative Allies®.

1. DEFINITIONS

1.1 Activation: Refers to the action of a client selecting a Design uploaded by a Member in exchange for a Design Contest prize.

1.2 Member: Refers to the persons and entities described in the Section 5 entitled “Members.” Wherever this term appears it is not a reference to “Creative Allies®.”

1.3 Business of Creative Allies®: Refers to the business of the online facilitation and brokering of content-related services between Members.

1.4 Content: Refers to all material, including any and all forms of Intellectual Property Rights that may from time to time be uploaded, downloaded, produced, or posted to Creative Allies®, including any material which may be considered derivative or transformative adaptations of other Content to any degree.

1.5 Creative Allies®: Refers collectively to Creative Allies®, the Creative Allies® Website and any Services offered or rendered through the Website and/or the Business of Creative Allies®, embeddable contests, embeddable voting widgets.

1.6 Design: Refers to any Content produced by a Member or derived by a Member from Content which has been Uploaded and is created for Design Contests sponsored by clients. All Designs are governed as Content by the provisions of this Agreement.

1.7 Design Contest: Refers to a client’s solicitation for a specified Design from Members in exchange for a Prize.

1.8 Download Content: Refers to any authorized act undertaken by a Member or Authorized User (as defined in Section 3.3. below) to obtain a copy of Content via download where it is posted or produced on any section of Creative Allies®.

1.9 Clients: Refers to the persons working with Creative Allies® and who may sponsor Design Contests or request other Services from Creative Allies® and its Members. 

1.10 Intellectual Property Rights: Refers to any copyright, trademark, service mark, patent, trade secret, industrial design property, database rights, creative expression or source or geographic indicator, publicity and privacy rights, including name, image and likeness, and other proprietary rights.

1.11 Member: Refers to any person or entity that is listed as the account holder upon registration with Creative Allies®.

1.12 Official Creative Allies® Merchandise: Refers to Designs sold by Creative Allies® in exchange for royalty payments to Members as described in Section entitled “Official Merchandise.”

1.13 Prize: Refers to all benefits conferred from a client to an Member when Activating a Design. Prizes may consist of a cash component or a non-cash component or a combination of the two. Any Prize will be detailed on each Design Contest page.

1.14 Specifications: Refers to the specific requirements of the client when sponsoring a Design Contest.

1.15 Stock Image: If a client does not Activate a Design, Creative Allies® may choose to select the Design as a “Stock Image”  and license the Design for use by Creative Allies® in exchange for a royalty as further described in Section 8 herein.

1.16 Upload Content: Refers to any act which constitutes the posting of Content, in part or whole, to any portion of Creative Allies®.

1.17 User: Refers to any person or entity browsing or using any feature of Creative Allies® irrespective of whether or not that person or entity is actually a Member. All Users are subject to the Terms and Conditions to which they will have already agreed upon entry to Creative Allies®. 

1.18 All cash and non-cash prizes must be claimed within 6 months of notification. If they are not claimed, they are considered forfeited and Creative Allies® does not have any further obligation to provide these prizes.

2. STATUS OF MEMBERSHIP AGREEMENT AND APPLICATION.

2.1 The following agreement and all of its provisions, terms and conditions herein constitute and are defined as the Creative Allies® Membership Agreement (the “Membership Agreement” or “Agreement”).

2.2 The Membership Agreement shall be binding upon any person or entity immediately upon acceptance; acceptance is constituted by registration (directly through Creative Allies® or through use of any hyperlink) as a Member hereinafter (“You”), and registration may be affected by the registering person or entity or by any agent or representative of the same.

2.3 You are hereby notified that acceptance of the terms of the Membership Agreement, though entering into force immediately upon membership registration, shall, from time to time require reconfirmation. You hereby reconfirm acceptance of the terms of the Membership Agreement with continued use of the Creative Allies® website. Non-assent to reconfirmation shall automatically initiate termination of Membership.

2.4 The Membership Agreement incorporates explicitly and by implication all aspects and provisions of the Terms and Conditions including without limitation all provisions relating to the warranties and indemnities given by you and the limitation of liability of Creative Allies®.

3. PARTIES TO MEMBERSHIP AGREEMENT.

3.1 The rights afforded to Creative Allies® as a permanent party to this Membership Agreement shall continue for all applicable periods of time as defined under this Membership Agreement and/or the Terms and Conditions. All rights hereinafter reserved are fully transferrable and assignable by Creative Allies® except where otherwise indicated in this Agreement.

3.2 Upon registration You shall be considered a Member either solely or jointly and severally where there is more than one applying registrant for a single membership. As a Member, You shall be considered either an ‘Ally’ or part of the ‘Allies’.

3.3 For the avoidance of doubt, Creative Allies® is not responsible for confirming the identities or permission of any person or entity registering as a Member, but subject to the Terms and Conditions, Creative Allies® agrees in good faith to use reasonable commercial endeavors promptly to cancel any registration made fraudulently or without permission of the person/entity registering as a Member. Impersonation is a violation of the Creative Allies®’ Term and Conditions. It is the responsibility of Members with similar usernames or that are similar in appearance to clearly state You are not affiliated with or connected to any similarly-named individuals, bands or companies.

You agree to provide Creative Allies® with all identification documents (including copies of passports and drivers licences) which Creative Allies® may requests from you from time to time for the purposes of verifying your identity.

3.5 As a Member You agree that any Content which You upload may be used by Creative Allies® for the creation of a Stock Image or Official Merchandise as described in this Agreement. FOR THE AVOIDANCE OF DOUBT, ANY CONTENT UPLOADED THAT INCLUDES A CLIENT OR ANY CLIENT NAME OR LIKENESS IS ONLY TO BE USED BY THE MEMBER FOR PURPOSES OF THE DESIGN CONTEST.  IF THE DESIGN IS NOT ACTIVATED, THE MEMBER MAY NOT USE SUCH CONTENT FOR OTHER COMMERCIAL PURPOSES.

3.6 A Member may not participate in a Design Contest or win a Design Contest if he or she is affiliated with the client sponsoring the Design Contest. This includes employees of the “Group” or the Sponsor of the contest, their subsidiaries, divisions, affiliates, and advertising or press agencies, and the immediate family and household members of such individuals.

“Household members” shall mean people who share the same residence at least three months a year, whether related or not. “Immediate family members” shall mean parents, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live.

4. GENERAL PROVISIONS OF CONTENT UPLOADS.

4.1 ANY UPLOAD OF CONTENT BY ANY MEMBER OR USER ON CREATIVE ALLIES SHALL RESULT IN THAT CONTENT IMMEDIATELY BECOMING SUBJECT TO THE LICENSE GRANTED TO CREATIVE ALLIES.

4.2 ANY UPLOAD OR OF CONTENT BY ANY MEMBER OR USER ON CREATIVE ALLIES THAT IS NOT ACTIVATED BY A CLIENT MAY NO LONGER BE AVAILABLE TO THE CLIENT AFTER THE COMPLETION OF THE DESIGN CONTEST. AVAILABILITY IS AT THE DISCRETION OF CREATIVE ALLIES AND THE MEMBER.

4.3 CREATIVE ALLIES IS NOT RESPONSIBLE FOR ANY CONTENT SUBMITTED AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT, INCLUDING LOSS OR REMOVAL OF CONTENT OR INFRINGEMENT OF THIRD PARTY RIGHTS.

5. MEMBERS.

A Member is anyone who Uploads, Downloads, or otherwise produces Content or utilizes Creative Allies® with the intent of creating Content  for Creative Allies® or its clients. 

6. GENERAL LICENSE TO CONTENT.

6.1 In exchange for use of Creative Allies® Services (the receipt and sufficiency of such consideration is hereby acknowledged), you the Member hereby grant to Creative Allies® and its agents a non-exclusive, worldwide, sub-licensable, transferable, royalty-free (except as otherwise provided herein) license to display, sell, or sublicense all Intellectual Property, including name and likeness as defined in Section 1.10 herein, in the Content and Designs Uploaded on Creative Allies® for all purposes reasonably related to the Business of Creative Allies® and as described herein, including in Sections 7 and 8 herein, and shall continue until the authorized removal of Content as provided for in Section 11 herein.

6.2 Notwithstanding the foregoing, clients shall exclusively own all rights in and to the Design(s) it chooses in exchange for a Prize and Creative Allies® shall have no rights whatsoever in such Design. For the avoidance of doubt, Creative Allies® shall have no right to sell in any manner (i) the Design that client chooses in exchange for a Prize or (ii) any product using the name, likeness, Intellectual Property Rights or other brand attributes of client (collectively the “Brand Attributes”), without the prior written approval of client, as applicable, and negotiation of a separate royalty.

7. OFFICIAL MERCHANDISE. 

7.1 In the event a Design created by an Member is not chosen by a client in exchange for a Prize, Creative Allies® reserves the right to sell and exploit in any way such Design, or a derivative thereof, as Official Merchandise on the Creative Allies® Website or through third party licensors in exchange for a royalty to both the Member and the client, provided that if the Design contains any Brand Attributes, Creative Allies® rights hereunder shall be subject to the prior written approval from client, which approval must be obtained before commencing sale.

7.2 The royalty rate to Members for designs sold as Official Merchandise on the Creative Allies® Website or through third party licensors is will be determined on a case by case basis and agreed to in writing with the Member.

7.3 The royalty rate for clients for designs sold as Official Merchandise on the Creative Allies® Website or through third party licensors is determined on a case by case basis and agreed to in writing with the client.

7.4 Royalties are subject to change in Creative Allies®’ reasonable business discretion. 

7.5 Clients have the right to approve Designs that are sold by Creative Allies® if these Designs contain any Brand Attributes.

7.6 Creative Allies® uses Pay Pal exclusively to pay royalties. Royalties are paid approximately 30 days after the end of each quarter.

7.7 Clients may choose to request that Creative Allies® sell winning Designs as Official Merchandise and they will receive a royalty for each sale by Creative Allies®. In that event, Creative Allies® does not pay royalties to the Member since the Member already received a Prize and transferred ownerships to the client once they’ve accepted the Prize.

8. STOCK IMAGE

In the event a Design created by an Member is not chosen by a client in exchange for a Prize, Creative Allies® reserves the right, in its sole discretion, to select the Member’s Design as a Stock Image. In such event, provided that Creative Allies® deletes in its entirety any and all Brand Attributes, Creative Allies® may sell and exploit in any way the Design, or derivative thereof, as a Stock Image in exchange for a standard 15% royalty which shall be paid to the Member by Creative Allies®.

10. TERMS OF PAYMENT.

10.1 Members should update their profiles to include a PayPal address for any payments from Creative Allies. 

10.2 Creative Allies® shall send payment for winning Designs within sixty (60) days of you being notified as the contest winner. 

10.3  For the avoidance of doubt, Creative Allies® shall have no responsibility or liability with respect to any payment charged or deducted by any third party using or connected with any PayPal account designated by a Member. 

11. AUTHORIZED CONTENT REMOVAL.

11.1 Once Content is uploaded by any Member it may not be removed without express permission from Creative Allies® in accordance with the provisions herein and the Terms and Conditions. Please contact info@creativeallies.com with concerns or questions regarding Content.

11.2 In all instances, Creative Allies® shall within a reasonable time respond to any written, bona fide infringement assertion and shall remove the Content at issue in accordance with procedures set forth in the Digital Millennium Copyright Act (“DMCA”).  PLEASE CONTACT info@creativeallies.com TO REPORT CASES OF SUSPECTED INFRINGEMENT.

11.3 The Member responsible for such Content shall be liable for any and all associated costs, damages, fees and other losses suffered by Creative Allies® due to such Content in accordance with the Terms and Conditions.

11.4 Except where a DMCA Takedown Order applies, when permanent Content removal is authorized, Creative Allies® shall retain all its rights licensed herein.

12. TERMINATION OF MEMBERSHIP.

12.1. Following written/electronic notification to Creative Allies® of a Member’s desire to deactivate their Membership, Creative Allies® shall deactivate the Members account within a period of thirty (30) days. In addition, in the event of any misuse of Content, as determined by Creative Allies®, your Membership may be suspended and/or terminated in accordance with the Terms and Conditions. Creative Allies® shall have no liability in the event of any loss or removal of Content.

12.2. Upon Membership termination, all Content of the concerned Member shall be considered the subject of “Authorized Content Removal” and Creative Allies® shall retain the rights licensed herein and the applicable obligations of the Member set out in the Terms and Conditions including but not limited to ‘Indemnification,’ ‘Limitation of Liability,’ and ‘Representations and Warranties’ shall survive termination.

12.3 In the event that your account is terminated and your account indicates that you are due payments or have received payments for exploitation of Content which infringes third party rights, such payments due and such funds received in your account may be held by Creative Allies® until the resolution of such dispute.

12.4 THE EFFECT OF MEMBERSHIP TERMINATION AND AUTHORIZED CONTENT REMOVAL SHALL HAVE NO BEARING ON THE STATE OF RIGHTS TO ANY CONTENT AS DICTATED BETWEEN THE PARTIES TO ANY AGREEMENT.

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