Contributor Agreement

Definitons

Authorized User(s)

Any individual who is your officer, director, employee, agent, contractor, or who has been authorized by you to access the Content.

Confidential Information

Information designated as confidential or proprietary by the disclosing party, or known by the receiving party to be confidential.

Content

Individually and collectively, any digital content, including photographs, illustrations, animations, films or video footages, music and other audio files, 3D models, data files, project files and templates, other audio/visual works or other material that you are downloading from the Website, together with any accompanying material and metadata.

Content Information

Information, documentation, tags, annotations and other metadata of the Content that are available on the Website or provided by us to you.

Content User(s)

Anybody using the Content, including Licensee, subcontractors, end-users and clients.

Contributor(s)

Individual owner(s) and copyright holder(s) of the Content or one authorized by written agreement with owner(s) and copyright holder(s) to represent the Content and enter into this Agreement on behalf of copyright owner(s).

End Product

A work created by or on behalf of you that incorporates the Content together with other substantial independently created works, so that it is larger in scope and different in nature than the Content.

Net License Fees

Gross license fees received by us after deduction of currency conversion costs, chargebacks, refunds, contributor’s discounts, sales tax, use tax or any other taxes or duties where applicable.

QwertyStock Parties

Collectively, QwertyStock, our Subsidiaries, our Affiliates and their respective directors, officers, employees, shareholders, partners and agents.

QwertyStock, we, us and our

QwertyStock Private Limited.

QwertyStock Parties

Collectively, QwertyStock, our Subsidiaries, our Affiliates and their respective directors, officers, employees, shareholders, partners and agents.

Royalty-Free

The licensing of Content for a broad category of uses for one license fee without any time restriction.

Sell, sold

Sell, license, sub-license, rent, lend, convey, assign, gift, or otherwise transfer or distribute for any type of fee or charge

Website

Our internet site at www.qwertystock.com and other internet sites of QwertyStock, our Subsidiaries and our Resellers.

1. Submission and Acceptance of Content

   1. Submission Guidelines: Contributor agrees to abide by the current QwertyStock submission guidelines, which are deemed incorporated herein and made a part hereof by this reference, for submitting Content to QwertyStock. We may modify or change such guidelines upon written notice and such change shall apply to Content submitted by Contributor after such changes. The submission of Content that does not adhere to the QwertyStock submission guidelines linked above may result in the termination of this Agreement.
   2. Releases. Contributor agrees to provide valid and accurate model releases for all Content Contributor contributes to QwertyStock that, in QwertyStock’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. Contributor also agrees to provide valid and accurate property releases to QwertyStock for all Content that requires such releases, which determination shall be made in QwertyStock’s sole discretion. All releases shall be electronically delivered to QwertyStock with the Content. Content without a release that depicts an identifiable person and/or requires a property release, may be accepted for “Editorial Use Only” by QwertyStock in its sole discretion. Contributor agrees that Contributor is solely responsible for retaining all original releases and maintaining complete and accurate release records. The submission of falsified, inaccurate or otherwise defective releases is a material breach of this Agreement. Releases submitted by Contributor shall not contain any terms inconsistent with this Agreement or contain any QwertyStock Legal Center. Contributor agrees that QwertyStock may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason QwertyStock deems reasonable in its sole discretion.
   3. Supply of Content: By uploading or submitting Content to us, or enabling the sales in settings for the Content already uploaded to us, Contributor hereby agrees to supply content to QwertyStock for licensing.
   4. Acceptance: QwertyStock may accept or reject any Content submitted to it in its sole and absolute discretion.
   5. Removal: Contributor acknowledges that some Content may become out of date or not marketable for one reason or another and that we may delete such Content from our Library and will notify Contributor of such action. QwertyStock will remove Content if QwertyStock believes that such Content may (in QwertyStock’s sole discretion) subject QwertyStock or any of its officers, managers, directors or employees to legal action or if the Content violates this Agreement. Licenses issued by QwertyStock for any Content that is later removed from the QwertyStock Websites will remain in full force and effect in perpetuity.
   6. Selection and Distribution: For those accepted Content, QwertyStock agrees to create digital files of those works, and distribute them on the Website. Subject to Contributor’s right to approve all uses of its name and trademarks, QwertyStock reserves the right to determine, in its sole discretion, inventory selection, acceptance, applicability, promotion, packaging and usage of all Content, including using individual components of submitted Content or distributing Content as standalone Royalty-Free works. QwertyStock will not knowingly license model-released Content for use in contexts that are pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene or illegal in nature.
   7. Ownership of Content: Content shall at all times be and remain the exclusive property of Contributor to be used by QwertyStock solely for the purposes described in this Agreement. The Content shall not be considered assets of QwertyStock in the event of a voluntary or involuntary bankruptcy.
   8. Copyright and Crediting: Contributor retains copyright of their Content. Contributor specifically waives any moral rights with respect to the Content, including: (a) the right to be identified as the author of the Content; and (b) the right to object to the modification of any Content. Notwithstanding the foregoing, Contributor acknowledges that credit may not be given with respect to Content licensed on a Royalty Free basis, and QwertyStock name or brand may be the only credit given, if any.

2. Relationship and Duties

   1. Grant of Rights. Subject to this Agreement, Contributor hereby appoints QwertyStock as its non-exclusive agent for the Content and grants to QwertyStock a non-exclusive, worldwide license to index, analyze, categorize, archive, advertise, market, publicly display, reproduce and distribute Contributor’s Content throughout the world and all rights to grant sublicenses to Content and to reproduce, distribute, perform, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance, and otherwise use any Content, alone or in combination with any other material, in any media or embodiment, now known or later developed, as necessary to render the services to Contributor described in this Agreement, including the right to create digitized derivative works and the distribution of selected Content over the Internet, on tape, DVD, film and other media, now known or hereafter developed.
   2. Reserved Rights. Notwithstanding the grant of rights contained in Paragraph 3, Contributor retains the right to use any Content for personal, non-commercial purposes, such as portfolio, exhibition, personal website and self-promotion. Contributor reserves the right to endorse products and services.
   3. Trademark and Promotion License. Contributor grants QwertyStock the right, but not the obligation to use Contributor’s name, the creator’s name(s), logo(s), trademarks and trade names and the right to reproduce, display, transmit, broadcast and adapt any Content to promote, advertise and market QwertyStock; and Contributor agrees that no compensation or further consent is due for the use of Content in our promotion, advertising and marketing. QwertyStock shall endeavor to credit Contributor where practicable. This trademark license shall automatically terminate upon the termination or expiration of this Agreement.

3. Royalty Payment

   1. Pricing. All prices are set by QwertyStock on its sole and absolute discretion. QwertyStock shall use Content marketability metrics determined by QwertyStock as well as previous Content sales history to determine the pricing. QwertyStock agrees to keep the Contributors best interests in mind in development of the pricing algorithms.
   2. Royalties and Statements. For any of Contributor’s Content sold by QwertyStock in accordance with this Agreement, we shall pay to Contributor an amount based on our Royalty Payment Structure specified in Appendix B (“Royalties”). All discounts issued by us and administrative fees by Payment Processors in relation to the processing of sales transactions of Contributor Content will be borne by QwertyStock. All administrative fees by Payment Processors in relation to the processing of royalty payment transfer to Contributor will be borne by Contributor. QwertyStock will immediately pay Contributor credit royalties from non-subscription sales. QwertyStock will use its best efforts to pay royalties from subscription sales on a monthly basis before the 10th day of the month following the month in which the license in the Content is purchased. The following may be deducted or held from royalties that may otherwise be payable: (1) any amounts owed to QwertyStock by Contributor; (2) legal and other reasonable fees and expenses incurred in enforcing this Contract or the other contracts contemplated herein, including costs associated with claims threatened relating to any matter which is the subject of a representation, warranty or indemnity under this Contract; and (4) applicable taxes or other withholdings required by applicable law.
   3. Royalties Payout. All Royalties are paid to Contributor by crediting them to their account balance on the QwertyStock website. After being credited to Contributor’s account balance, Royalties are available straight away for paying for any QwertyStock services or for purchasing licenses for Content. Remaining Royalties become available to be paid out to Contributor’s external Payment Processors accounts after a waiting period of twenty (20) days since the day they were credited to Contributor’s account balance. QwertyStock shall issue a requested Royalties payout to the specified Payment Processor account within five (5) business days after such request has been received by QwertyStock. Please note that the actual payout can take longer because of delays introduced by the Payment Processor. Notwithstanding the foregoing, no payouts are available until QwertyStock completes the implementation of the payout system.
   4. Dispute. If QwertyStock is prevented in any way from using rights granted under this Contract because those rights (and/or the Content itself) are found or alleged to be an infringement of the rights of a third party, we may refuse to pay royalties until the dispute is resolved to our satisfaction. If QwertyStock discovers or determines in its reasonable discretion that the Content provided by Contributor appears for sale or license or free in breach of this Contract, we may refuse to pay royalties.
   5. Royalty Statement. QwertyStock shall provide Contributor with a royalty statement setting forth the licensing by QwertyStock of the Content during that reporting period.
   6. Credit For Refunds. In the event that a chargeback or refund of a payment received or accrued from a third party is required, QwertyStock is specifically authorized to deduct Contributor’s share of this overpayment from any subsequent amount due.
   7. Content Purchase Restrictions. Contributor may not use QwertyStock service as a means of transferring their Content to a single customer or to a small number of customers nor may Contributor download their own Content. Such activity constitutes a material breach of this Agreement. If Contributor engages in such activity, QwertyStock may avail itself of all rights it has hereunder, including but not limited to terminating this Agreement and/or retaining any accrued but unpaid royalties.

4. Term and Termination

   1. Term. This Agreement will remain in effect from the time of initial content website upload by Contributor to QwertyStock until terminated.
   2. Termination. This Agreement can be terminated by Contributor at any time by giving thirty (30) days written notice to QwertyStock. This Agreement can be terminated by QwertyStock at any time by giving thirty (30) days written notice to Contributor. QwertyStock has the right to terminate this Agreement with respect to all or a portion of the Content supplied hereunder if such Content violates, or in the opinion of QwertyStock, may violate the law or the rights of third parties, or for fraud, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, artificially inflating downloads, failure to comply with QwertyStock guidelines, or for any breach of the terms of this or any other agreement that Contributor has with QwertyStock.
   3. Continued Rights. Regardless of Termination of this Agreement, if Content has been paid for in full and sublicensed to a QwertyStock Customer, this Agreement and the licenses granted hereunder will survive until the end of the period of any such sublicenses.
   4. Effect of Termination. Upon the termination of this Agreement QwertyStock will withdraw all posted Contributor Content from the QwertyStock Catalog within thirty (30) days following the effective date of the termination. Upon termination of this Agreement, QwertyStock, at its option, may destroy all digitized files of Contributor Content, or retain the file for archival purposes for a period of three (3) years to give Buyers of Content sufficient time to download their purchases.

5. Operation of Website

   All Customers must accept the terms and conditions of the QwertyStock Website before they are allowed to gain access to the website. The terms and conditions expressly prohibit violation of Republic of Singapore’s intellectual property laws relating to any use of content contained on the Website. QwertyStock has adopted security measures consistent with industry standards utilized in the web hosting and online services industries in order to prevent unauthorized access to the Website and to prevent the unauthorized copying or distribution of any content maintained on the Website. QwertyStock does not warrant that these security systems and measures will prevent unauthorized access, copying, distribution or other illegal actions from occurring. In the event QwertyStock discovers any unauthorized access to its systems, including the Website, or any unauthorized copying, distribution, or other similar actions involving the Contributor Content, QwertyStock will provide notice to Contributor as soon as practicable. QwertyStock does not have the duty to locate or take legal action against infringers; however, QwertyStock will cooperate with Contributor in pursuing perpetrators of such infringement and provide information relevant to the infringement which QwertyStock is reasonably capable of providing, including website visits and tracking of the offending party.

6. YouTube Content ID or Similar Service

   QwertyStock will not make use of YouTube Content ID or any similar service to further monetize the Contributor’s content. Furthermore, QwertyStock will not prohibit or hinder buyers of Contributors content from allowed usage, as prescribed by the terms of our Content License Agreement.

7. Subscription Fees

   Contributor hereby agrees to allow QwertyStock, at any time in the future, to charge a subscription fee to its customers and prospects, for access to the Website or any portion thereof.

8. Appendix A

   STANDARD TERMS AND CONDITIONS

   The following Standard Terms and Conditions apply to the Contributor Agreement by and between QwertyStock and Contributor (the “Agreement”)

   1. Confidentiality. During the term of this Agreement and for as long after its expiration or termination as either party possesses any Confidential Information, each party agrees to not disclose any Confidential Information of the other party to any third party or use any of the Confidential Information except as necessary to perform that party's obligations under this Agreement. Confidential information includes but is not limited to information concerning marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by the disclosing party which is not generally known to the public.
   2. Proprietary Rights. As between Contributor and QwertyStock, and excluding the digitized versions of Contributor Content and enhanced metadata that QwertyStock provides, all digital assets provided to QwertyStock by Contributor including, without limitation, all copyrights, trademarks, patents, trade secrets and any other proprietary rights, shall remain the sole and exclusive property of Contributor. All materials relating to the services and products contemplated by this Agreement, including the computer software (in object code and source code), derivative works and digital files created by QwertyStock and any copyrights, trademarks, patents, trade secrets and other proprietary rights, know-how, methodologies, and processes related to the foregoing, shall remain the sole and exclusive property of QwertyStock. Contributor acknowledges and agrees that QwertyStock is in the business of designing and hosting websites and developing other marketing channels to distribute digital assets and shall have the right to provide to third parties services which are the same or similar to those set forth in this Agreement.
   3. Contributor Warranties

      Contributor represents and warrants that:

      1. Contributor has the power and authority to enter into and perform its obligations under this Agreement;
      2. Contributor is the sole owner or the legal representative of the owner of all Content and has the right to place the Content on the Website;
      3. Contributor has obtained any authorization(s), clearances or license(s) necessary for the transactions, licenses and distribution of the Contributor Content contemplated by this Agreement.
      4. To the best of Contributor’s knowledge, after due investigation, no Content infringes on or violate any applicable law, regulation, or right of any third party, including, without limitation, export laws or any proprietary contract, the rights of privacy or publicity, rights of any statutory or common law copyright, trademark or other intellectual property rights, defames any third party, is pornographic or obscene, or violates any other third party right;
      5. There are no sales restrictions of any kind on any Content except those submitted in writing at time of submission;
      6. There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by Contributor hereunder;
      7. The caption, keywords, copyright and all other Content Information provided to QwertyStock is accurate and complete and in accordance with our then current submission guidelines;
      8. A valid release, either model/and or property has been obtained where necessary and appropriate for each Content and QwertyStock may use such Content without obtaining any additional consents or permissions or the payment of additional fees to third parties. Contributor shall upload true copies of releases for each Content before publishing for them sale. Contributor possesses valid Credentials for each item of “Editorial Use Only” Content for which credentials may be required;
      9. Contributor will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote their relationship with QwertyStock or the sale of their Content - nor will Contributor falsely advertise or deceptively publicize their relationship with QwertyStock in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds that actual scope of their relationship with QwertyStock, nor will Contributor will use QwertyStock’s Trademarks through the use of search engine advertising and/or marketing.
   4. QwertyStock Warranties

      QwertyStock represents and warrants that:

      1. It has the full right and authority to execute and perform its obligations under this Agreement according to its terms;
      2. QwertyStock’s services under this Agreement shall be performed in a workmanlike manner.

   5. Limitation of Liability. IT IS UNDERSTOOD AND AGREED THAT, OTHER THAN ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, QWERTYSTOCK’S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE ROYALTIES EARNED BY QWERTYSTOCK DURING THE TWELVE MONTHS PREVIOUS TO THE TIME THE CAUSE OF ACTION FIRST ACCRUES.

      NOTWITHSTANDING ANY LIMITS OF LIABILITY, EACH PARTY WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY CONTRIBUTOR MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF THE CONTENT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO PARAGRAPH 8 BELOW.

   6. No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QWERTYSTOCK SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF CONTRIBUTOR’S ONLINE CATALOG.
   7. It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties.
   8. Indemnity. Each Party agrees to defend, indemnify and hold the other and its officers, directors, agents, affiliates, distributors, franchisees and employees harmless against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) (“Liabilities”) arising out of any claim, demand, proceeding, or lawsuit by a third party relating to a material breach or alleged breach of a representation, covenant or warranty set forth in this Agreement. Each Party will defend, indemnify, save and hold harmless the other Party and its officers, directors, agents, affiliates, distributors, franchisees and employees from any and all Liabilities arising out of any claim, demand, proceeding or lawsuit by a third party resulting from the indemnifying Party’s breach of any duty, representation, or warranty of this Agreement, except where Liabilities result from the gross negligence or knowing and willful misconduct of the Party to be indemnified.
   9. Claims. If a Party entitled to indemnification hereunder (the “Indemnified Party”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party shall control and will be obligated to defend the Action, at its own expense. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed. If Contributor would like to submit a notification of alleged infringement for Content on QwertyStock website, please send us a DMCA takedown notice pursuant to our DMCA Policy.
   10. Taxes. Each Party shall pay for all sales use or other taxes associated with their respective online catalogs.
   11. Public Relations. Each party to this Agreement may issue various public relations statements to the media and other interested parties from time to time concerning the services and transactions that are the subject of this Agreement, provided, any such statements by one party referring specifically to the other party shall be subject to prior written approval by the other party.
   12. Binding on Successors and Assigns. Each and all of the provisions hereof shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, and successors.
   13. Assignment. This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent in the event of a change of control to that party, provided the acquiring company is not a direct competitor of the non-assigning party. In the event of Contributor being acquired by a company QwertyStock deems to be a competitor to QwertyStock, this agreement between Contributor and QwertyStock will automatically dissolve and terminate upon completion of the Contributor acquisition. A “change in control” shall be deemed to occur upon the date the shareholders/members of the either party approves (i) any agreement for a merger or consolidation with another company in which the other company is the surviving entity controlling more than fifty percent (50%) of the outstanding equity securities, or (ii) any sale, exchange or other disposition of all or substantially all of the company’s assets.
   14. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed electronic mail or by confirmed facsimile; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, return receipt requested, postage and charges prepaid.
   15. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or employee of the other Party. Neither Party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
   16. Amendments and Modifications. No amendment, modification, or supplement to this Agreement shall be binding on any of the parties unless it is in writing and signed by the parties in interest at the time of the modification. Notwithstanding the foregoing, QwertyStock reserves the right to amend this Agreement on its sole discretion subject to the Contributor's approval. Prior to such changes becoming effective, QwertyStock will request Contributor’s approval for any such change. Such a request may be made by email to the email address on file in Contributor’s QwertyStock account, an announcement on this page, Contributor’s login page, and/or by other means. QwertyStock reserves the right to terminate this Agreement in case Contributor does not approve the changes. Modifications to this Agreement will not apply retroactively.
   17. Integration. This Agreement and all Exhibits hereto, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.
   18. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
   19. Survival. The representations, warranties, covenants, and agreements made in this Agreement shall survive the term of this Agreement.
   20. Consent to Jurisdiction and Forum Selection. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated in the Republic of Singapore.
   21. Choice of Law. This Agreement shall be governed by and construed under the laws of the Republic of Singapore without consideration of its conflict of laws provisions.
   22. Language of the Agreement. Where QwertyStock has provided Contributor with a translation of the English language version of the Agreement, then Contributor agrees that the translation is provided for their convenience only and that the English language versions of the Agreement will govern Contributor’s relationship with QwertyStock. If there is any contradiction between what the English language version of the Agreement says and what a translation says, then the English language version shall take precedence.

9. Appendix B

   ROYALTY PAYMENT STRUCTURE

   On Demand Plan
   • For any of Contributor’s Content sold via On Demand Plan, we shall pay to Contributor an amount equal to 50-90% of Net License Fees (depending on Contributor’s Royalty Level as described below) received by us from the licensing of Content for Content licensed on a Royalty Free basis. a) for Non-Exclusive Content, fifty percent (50%) or b) for Exclusive Content, seventy percent (70%) of Net License Fees received by us from the licensing of Content from the previous reporting period for Content licensed on a Royalty Free basis.
   Subscription Plan
   • Net License Fees from Subscription Plan will be split between all the contributors every month according to their respective download percentages of the Subscription Plan. Each Contributor will receive 50-90% of their Subscription Plan royalties share depending on their Royalty Level as described below. The total amount of royalty payment from the Subscription Plan that will be paid to Contributor is calculated based on the total percentage of downloads of the content owned by Contributor within the Subscription Plan.
   • If a customer downloads the same Content more than once, the downloads will be counted once only.
   Royalty Level

   Contributor’s Royalty Level is always within 50-90% range and depends on:

   • The total amount of Contributor’s files stored at QwertyStock storage;
   • Amount of royalties Contributor’s content generates in average;
   • Contributor’s consent to participate in the Subscription Plan and promotions of QwertyStock.