CONTRIBUTOR AGREEMENT

 

1. Purpose

1.1        The Contributor, on behalf of himself/herself and his/her heirs, executors, administrators, successors and assignees, agrees to grant Little Day Out Shop a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sublicense, sell, advertise and market any content uploaded by the Contributor on Little Day Out Shop (“Contributor Items”), until this Agreement is terminated as herein provided.

1.2        By submitting Contributor Items to Little Day Out Shop, the Contributor agrees that customers may purchase the Contributor Items for a fee through Little Day Out Shop.

1.3        The Contributor agrees to provide Little Day Out Shop with a worldwide, non-exclusive right to use the Contributor’s name, display name and Contributor Items in connection with Little Day Out Shop marketing and promotional activities without the payment of any compensation to the Contributor. Little Day Out Shop, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to the Contributor.

1.4        The copyrights in all Contributor Items remain with the copyright owner, and nothing in the agreement shall be construed as a transfer of any copyright to Little Day Out Shop.

 

2. Obligations of the Contributor

2.1        By submitting any content to Little Day Out Shop, the Contributor agrees to be bound by this Contributor Agreement, and Little Day Out Shop’s Website Terms of Service and Little Day Out Shop’s Privacy Statement, both of which are deemed incorporated herein by this reference.

2.2        The Contributor will provide content to the Publisher for publication on Little Day Out Shop that meets the following criteria:

(a) Contributor Items should not include Prohibited Content or infringe any copyright or proprietary right, common law or statutory law, and does not contain any material of libelous nature and capable of copyright protection in all countries where copyright or similar protection is available. The Contributor cannot submit work obtained from other sources such as online image search results and incorporate them into its Contributor Items, unless it has permission to do so. If the Contributor does not have complete rights to the Contributor Items, the Contributor may not submit it.

(b) Content submissions should not contain trademarks, service marks or other indication of origin, including logos, owned by third parties.

(c) Contributor Items should not violate any laws or infringe any third party’s rights.

2.3        The Publisher has the right to refuse to publish Contributor Items, establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Little Day Out Shop ‘s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that it has with Little Day Out Shop, or for convenience.

2.4        Upon making or learning of any claim that is inconsistent with any of the warranties or representations made by the Contributor, Little Day Out Shop may send the Contributor written notice of such claim, using the mailing address provided by the Contributor to Little Day Out Shop, specifying the details of the claim as then known to Little Day Out Shop.

2.5        Pending the determination of such claim, Little Day Out Shop may withhold from royalties and/or other compensation due to the Contributor hereunder, such sums as are reasonably related to the probable value of the claim as determined by Little Day Out Shop.

2.6        The Contributor will not charge Little Day Out Shop for the initial publication of the Contributor Item.

3. Obligations of Little Day Out Shop

3.1        Little Day Out Shop will see that the Contributor Item is appropriately registered in the Little Day Out Shop catalogue.

3.2        Little Day Out Shop will use best efforts to provide online accessibility and, in the case of downloadable Contributor Items, distribute the Contributor Item in an electronic format through its online publishing service for as long as this agreement is in effect.

3.3        Little Day Out Shop will collect a fee from the customer, determined by the Contributor, for each purchase through the Little Day Out Shop platform.

3.4        The Publisher will keep a record of the number of times the Contributor Item has been downloaded or purchased. This Publisher will transfer to the Contributor the amounts due based on the Earnings Schedule.

3.5        Little Day Out Shop makes no guarantee and has no obligations regarding any benefits or services that it provides to the Contributor regarding the performance, functionality, quality or availability of the publishing platform.

3.6        Little Day Out Shop reserves the right to remove, at our sole discretion, any previously accepted content submission from the Little Day Out Shop catalogue, and reserve the right to reinstate any previously accepted content submission which was later removed by an administrator, at any time, for any reason.

3.7        Little Day Out Shop will not charge the Contributor for the initial publication of the Contributor Item.

4. Royalties

4.1        Little Day Out Shop serves as a venue for Contributors to sell their Contributor Items and facilitates the collection of payment on its platform. Little Day Out Shop collects payment upfront from the customer for both the product and the shipping (if any) upon completion of the purchase.

4.2        Little Day Out Shop shall pay the Contributor a royalty for each unique download/purchase of Contributor Items for which Little Day Out Shop receives payment. The portion of the payment received by Little Day Out not paid to the Contributor as royalties (based on the earnings schedule) is in consideration of the service provided by Little Day Out Shop platform. This will be retained by Little Day Out Shop in all circumstances. The royalty rates are set out in the Earnings Schedule, which is incorporated herein by reference.

4.3        If it is a downloadable product and a customer downloads the same item more than once, the Contributor will be paid once only. If it is a physical product and a customer places an order for the same item more than once, Little Day Out Shop shall pay the Contributor a royalty for each purchase made according to the Earnings Schedule.

4.4        Royalty payments and accompanying statements will be issued monthly, within seven (7) days from the end of each month, for the previous month’s downloads, if and only if there are any new transactions on the Contributor Items in the previous month.

4.5        There is a minimum payout rate per accounting period of Singapore Dollars Ten (SGD 10.00) (the “Minimum Payout Amount”). Payment will be made to a Singapore bank account specified by the Contributor. Any other means of payments are to be mutually agreed by Little Day Out Shop and the Contributor.

4.6        If during an accounting period, the Contributor has not reached the Minimum Payout Amount, the Contributor’s payment will be rolled over into the next accounting period.

4.7        If the Contributor cancels its account prior to accrued earnings in its royalty account reaching the applicable Minimum Payout Amount, it thereby forfeits such royalties.

4.8        If the Contributor’s account is terminated for a breach of the Contributor Agreement, in addition to its other rights at law or in equity, Little Day Out Shop shall have the right to retain any royalties and/or other compensation otherwise payable to the Contributor hereunder as liquidated damages.

4.9        The Contributor may not use the Little Day Out Shop service as a means of transferring its Content to a single customer or to a small number of customers.

4.10      If Little Day Out Shop makes an overpayment of royalties or other fees to the Contributor for any reason, Little Day Out Shop shall have the right to offset the amount of such overpayment from the Contributor’s accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

5. Fulfilment and Returns

5.1        If the Contributor requires the customer’s information in order to fulfil the purchase of the Contributor Item, Little Day Out Shop will pass the necessary information to the Contributor.

5.2        For downloadable Contributor Items, Little Day Out Shop will distribute these in an electronic format through its online publishing service.

5.3        For physical Contributor Items, the Contributor will be responsible for shipping of the items to the customer. Shipping shall be carried in the form that can be tracked and accounted for until the item is delivered to the customer.

5.4        The shipping fee will be determined by the Contributor, paid for by customers and the shipping arranged by the Contributor. The Contributor is responsible for ensuring that this shipping fee information is up-to-date.

5.5        For Contributor Items, the Contributor should state clearly for the customer its returns policy, including:

(a) Conditions for returns to be made;

(b) Timeframe for returns to be made; and

(c) Who bears return shipping costs.

6. Customer Disputes

6.1        In the event of a customer dispute, buyers and sellers should contact each other and aim to resolve the dispute amicably.

6.2        In the event that buyers and sellers are unable to resolve the dispute, either party may refer the matter to Little Day Out Shop. Little Day Out Shop will try, at our sole discretion, to assist in resolving the dispute in good faith and based on our interpretation of our policies. Little Day Out is under no obligation to resolve any disputes.

7. Disputes with Little Day Out

7.1        In the event that the Contributor has a dispute with Little Day Out Shop, the Contributor should contact Little Day Out Shop and we will aim to resolve the dispute amicably.

8. Termination

8.1        Little Day Out Shop may terminate or suspend the Contributor’s account, for any reason, with immediate effect and without notice. Little Day Out Shop also reserves the right to refuse service to anyone, at any time, for any reasons.

8.2        The Contributor may terminate or suspend their account, for any reason, with immediate effect and without notice. However, any Customer orders that have been received and paid for or orders in progress will still need to be fulfilled.

8.3        Little Day Out Shop reserves the right to change, suspend or discontinue any of the Services at any time and for any reason. Little Day Out Shop will not be liable for how the changes in the service affects the Contributor, including any loss of revenue.

8.4        Either party may terminate this agreement by written notice to the other party with thirty (30) days written notice.

8.5        After the termination of the agreement, Little Day Out Shop holds no further right to maintain the publication on an open information network for public access but may keep an electronic archive copy of the Contributor Item.

8.6        If the termination of the agreement is due to breach by the Contributor, the Contributor is liable to indemnify all expenses and direct damage caused to the Company by the termination of the agreement.

8.7        Both parties hold the right to terminate the agreement if meeting its conditions becomes impossible due to Force Majeure.

9. Little Day Out Shop Trademarks

9.1      For the purposes of this User Agreement, the term, “Trademark(s)” shall mean all common law or trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Little Day Out Shop.

9.2      Nothing contained herein grants or shall be construed to grant the Contributor any rights to use any Little Day Out Shop Trademarks and the Contributor agrees not use Little Day Out Shop’s Trademarks in any manner that might tarnish, disparage, or reflect adversely on Little Day Out Shop.

9.3      The Contributor may not at any time, adopt or use, without Little Day Out Shop’s prior written consent any word or mark which is similar to or likely to be confused with Little Day Out Shop’s Trademarks.

10. Representations and Warranties

10.1      Little Day Out Shop represents and warrants that:

(a) it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder.

10.2      The Contributor hereby warrants to the Publisher that:

(a) its account information provided is true and complete information;

(b) it holds all rights or copyrights to the Contributor Items and has the full right, power and authority to enter into this User Agreement and to fully perform all of its obligations hereunder;

(c) the Contributor Item and all parts thereof are owned and/or controlled by it is free and clear of any counts of libel, plagiarism, breach of privacy or misrepresentation of facts;

(d) there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Contributor Items or which might in any way impair the rights granted by it hereunder.

(e) it releases Little Day Out Shop from any responsibilities relating to any legal actions incurred by the contents of the Contributor Item or the Contributor; and

(f) The representations contained herein are true on the date of the submission of the Contributor Item to Little Day Out Shop.

11. Confidentiality

11.1      By submitting any Contributor Items to Little Day Out Shop, the Contributor acknowledge that it will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments, earnings data and customers’ shipping information (collectively, “Confidential Information”). The Contributor agrees to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

12. Indemnity and Limitations of Liability

12.1      The Contributor agrees to indemnify and hold Little Day Out Shop, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of the Contributor’s representations or warranties or any of its obligations under the Contributor Agreement. The Contributor will only be liable for any incidental, consequential, or special damages in the case of third party claims.

12.2      If a claim arises due to the Contributor’s breach of its representations in this agreement, it agrees to cover Little Day Out Shop for its loss.

12.3      When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

(a) notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the Contributor Agreement and Terms of Service, unless the failure to notify causes material prejudice to the indemnifying party.

12.4      Little Day Out Shop serves as a venue for Contributors to sell their Contributor Items. Contributors are independent sellers. As such, Little Day Out Shop does not make any warranties about the quality, safety or legality of the Contributor Items, whether physical or downloadable. Any legal claim or dispute related to items purchased will be brought directly against the Contributor. The Contributor agrees to release Little Day Out Shop from any claims related to items sold on Little Day Out Shop including, but not limited to, defective items and product liability claims.

13. Miscellaneous

13.1      The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

13.2      The Contributor Agreement and incorporated agreements contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.

(a) The validity, interpretation and enforcement of the Contributor Agreement, matters arising out of or related to the Contributor Agreement or its making, performance or breach, and related matters shall be governed by the laws of the Republic of Singapore.

(b) If any individual term of the Contributor Agreement is found to be invalid or unenforceable, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Contributor Agreement, so that the Contributor Agreement shall otherwise remain in full force and effect.

(c) Little Day Out Shop will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of the Contributor Items or the termination of the Contributor’s account.