The Alive United’s Terms of Service for Artist (“TOS for Artist”)

WHEREAS:

  1. The Company is the owner of ALIVE UNITED Services (herein after defined), which operates the business of being a medium and/or channel in distributing and licensing the right to use the Arts and Contents (hereinafter defined) of the Artist through the website, WWW.ALIVEUNITED.COM, applications installed on communication devices, e.g. tablets, mobile phones, and other appropriate channels provided to the Customer (hereinafter defined) who intends to use the Arts and Contents subject to and in accordance with those specified in the Alive United’s Terms of Service for Customer (“TOS for the Customer”) and/or to other persons.
  2. The Artist is the sole owner of the copyright of the Arts and Contents and has the exclusive right in licensing the rights in the Arts and Contents in Thailand and other countries worldwide.
  3. The Company wishes to use the Artist’s copyrighted Arts and Contents for commercial purpose or any other purposes (including the distribution and/or sub-licensing to the Customer or other persons, as well as the Company’s Reseller and Affiliate (hereinafter defined) to use the Arts and Contents) whereas the Artist permits the Company to use such copyrighted Arts and Contents under the TOS for Artist).

Now, therefore, the Company and the Customer hereby agree as prescribed below:


1. Definition

  • “ALIVE UNITED Services” means the distribution of the Arts and Contents and the permitting of the Customers to use the Arts and Contents distributed and displayed on the Website whereby the Customer pays the remuneration for such usage as prescribed in the TOS for the Customer or as mutually agreed between the Customer and the Company.
  • “Artist” means the legal owner of the copyrighted Arts and Contents and has the sole right to permit the right to use the Arts and Contents in Thailand and other countries worldwide; and permits the Company, as well as the Customer and any other persons (through the sub-licensing of the Company), for commercial or any other purpose whatsoever, to use the Arts and Contents by distributing and displaying the Arts and Contents through the system of ALIVE UNITED Services by opening the Artist’s account on the system; whereby the Artist has entered into and agreed to comply with and be bound by this TOS for Artist.
  • “Arts and Contents” means any photographs, paintings, drawings, handmade and digital arts, images, vectors, audio-visual materials, animations, editorial images, graphics, moving images, videos, and the related information which includes but not limited to keywords, captions, names or titles of the arts and metadata information, related to the Artist who is the owner of, and has the sole right to submit to ALIVE UNITED Services system, the copyrighted works.
  • “Company” means Alive United Co., Ltd. who is the owner of ALIVE United Services.
  • “Customer” means the Company’s customers, Partner, and/or any other person(s) who wishes to use the Artist’s Arts and Contents by agreeing to comply with and be bound by the TOS for Customer and the Alive United’s Data Protection Notice for Website Users.
  • “Partner” means any person(s) or legal entity(s) which the Company permits the usage of the Arts and Contents of the whereby such person agrees to comply with and be bound by the TOS for Customer. The Partners are also ones of the Customers under the definition of “Customers” under this “TOS for Artist”;thereby, are permitted to use, reproduce, modify, improve, revise, edit, distribute and display to the public, and/or to sell, advertise, and carry out marketing in any channels, of the Arts and Contents, whether for any remuneration or not given to the Company and the Artist for the marketing benefits.
  • “Reseller and Affiliate” means any person(s) or legal entity(s) which the Company permits the usage, reproduction, modifying, improving, editing, distributing and displaying to the public and/or selling, advertising and marketing in any channels whatsoever, of the Arts and Contents, as well as fixing the selling price as it deems appropriate (under mutual discussion with the Company).
  • “TOS for Customer” means the Alive United’s Terms of Service for Customer made by and between the Customer and the Company.
  • “Website” means the Company and its affiliates, subsidiaries, assigns, successors, representatives, and/or agents’ websites, webpages, plug-ins, software, and/or applications or any Arts and Contents, products, services or features thereon, individually and collectively.

2. Licensing

Upon the Company approving the Artist’s application to open the Artist’s account, the Artist may choose to submit to ALIVE UNITED service system his/her Arts and Contents. In this regard, the licensing from the Artist to the Company shall be the granting of exclusive licensing (exclusive right) with the details as follows.

  1. (a) The Artist can choose to submit any Arts and Contents to ALIVE UNITED Services by granting to the Company the exclusive right to the Arts and Contents. For this exclusive licensing, the Artist agrees, allows, and permits:
    • (1) the Company to grant to the Customer the exclusive or non-exclusive license, in Thailand and/or other countries worldwide, to use, reproduce, modify, improve, edit, distribute and display to the public, and/or to sell, advertise, and market in any channel whatsoever, of any or all parts of the Arts and Contents, in Thailand and/or other countries worldwide;
    • (2) the Company to have the sole and exclusive right to use, reproduce, modify, improve, edit, distribute and display to the public, and/or to sell, advertise, and marketing in any channel whatsoever (including but not limited to social medias), either performed by the Company or any persons or legal entities authorized by the Company (e.g. the Company’s Partners, etc.) of any or all parts of the Arts and Contents, in Thailand and/or other countries worldwide; and
    • (3) the Company to purchase the ownership or accept the transfer of copyright in the Arts and Contents from the Artist in accordance with terms and conditions to be further agreed between the Company and the Artist.
  2. (b) In this regard, the parties also mutually agree on the followings.
    • (1) The Artist shall receive the remuneration for the granting of the exclusive license as specified in Clause 9.1 (a) of this agreement.
    • (2) In case that the Company wishes to purchase the ownership or accept the transfer of copyright in the Arts and Contents from the Artist, the Company or any person authorized by the Company shall contact the Artist to propose and negotiate for the terms and conditions and compensation of such ownership purchase or copyright transfer. If the Company and the Artist agree on the ownership sale and purchase or the copyright transfer of such Arts and Contents, the Artist agrees to cooperate with the Company in entering into an agreement or a copyright transfer document and other related documents promptly upon the Company’s request.
    • (3) The Artist has no right to use, reproduce, modify, improve, edit, distribute and display to the public, and/or to sell, advertise, and market, as well as to sell, transfer and/or license the copyright and the rights in the Arts and Contents to any other person until this agreement and related TOS for Customer are terminated.
    • (4) The Company reserves the right to use its sole discretion to reject or remove any or all parts of the Arts and Contents as specified in this TOS for Artist, including but not limited in the case where any and all parts of the Arts and Contents are used, reproduced, modified, improved, edited, distributed and displayed to the public, and/or are sold, advertised, and marketed in any channel whatsoever, including the sale or transfer of copyright or the licensing of the rights, in whole or in part, in the Arts and Contents without a prior written consent from the Company. In addition to the Company’s exercising its right to reject any or all parts of such Arts and Contents, the Company may use its sole discretion to suspend the Artist’s account, and/or to withhold the exclusive licensing remuneration payment. In this regard, this shall not affect the Company’s right to claim for any damages and any indemnity for any damages occurred from the incompliance of the provisions on ethe granting of exclusive licensing to the Company and from the violation of other provisions set forth herein by the Artist.
    • (5) When the Company removes or rejects any or all parts of the Arts and Contents in accordance with Clause 2 (b) (4) of this agreement and the Artist has been aware of such through his/her Artist’s account, it shall be deemed that the exclusive licensing in such removed or rejected Arts and Contents is terminated and the Artist agrees to waive all rights to the claims for any damages that may occur or incurred from such legal relation, only to the extent permitted by the provision in Clause 4 of this TOS for Artist and without affecting any related rights of the Customer under the TOS for Customer whose rights have been established prior to the date such Arts and Contents is removed or rejected. The Artist has the right to, then, license the rights and sell or transfer the copyright in the Arts and Contents to other persons without any notice to the Company.
  3. (c) For the avoidance of doubt, all copyright in the Arts and Contents still belongs to the Artist. The licensing and sub-licensing prescribed in this TOS for Artist shall not be considered as the transfer of copyright in the Arts and Contents of the Artist to the Company or the Customer, except otherwise agreed in writing and signed by all related parties.
  4. (d) For the avoidance of doubt, for the exclusive and non-exclusive licensing to the Company, both parties mutually agree that the Artist agrees to grant the Company the right to use the Artist’s name and information, as well as the name and information of the Arts and Contents for the benefit of the distribution, selling, advertising and marketing activities of the Company, without any additional remuneration payment to the Artist.

3. Artist’s Representation and Warranties

  1. The Artist hereby represents and warrants that:
    • (a) As of the date he/she enters into this agreement, the Artist is 20 years old or older and is not an incompetent or quasi-incompetent person in pursuant with the laws. If the Artist is under the age of 20 years, he/she must declare the evidence showing that his/her legal guardian has given the consent for the entering into this agreement.
    • (b) Throughout the term of this agreement and so long as the Customer retains the right in using the Arts and Contents in accordance with the related TOS for Customer, the Artist shall exclusively own the copyright in the Arts and Contents and/or hold the sole and exclusive right in licensing the Arts and Contents in Thailand and other countries worldwide.
    • (c) In case that any or several parts of the Arts and Contents consists of or are modified from a copyrighted work or a work with trade mark, service mark, or other types of intellectual property, whether is a property of the Artist or any person, e.g. lyrics or rhymes of musical work, sound recordings, applied arts, architectures, literatures, fonts, photos or works designed by computer programs, copyrighted artistic works, etc., the Artist represents and warrants that he/she has lawful rights and/or is lawfully authorized to add, use, and/or modify such copyrighted work or a work with trade mark, service mark, or other types of intellectual property in his/her Arts and Contents without violating any laws or breaching any agreements or contracts the Artist has with any related third party. In this regard, the Artist represents and warrants to be responsible for any damages and to pay for any damages cost to the third party, the Customer, and the Company, from his/her breaches of the representations and warranties given herein in all cases.
    • (d) The Artist has the rights, authorities, and competencies pursuant to the laws in all aspects in granting the exclusive and non-exclusive licensing to the Company to use, reproduce, modify, improve, edit, distribute and display to the public, and/or to sell, advertise, and market the Arts and Contents in any channel whatsoever of any and all parts of Arts and Contents, in Thailand and other countries worldwide, and also in granting the right to the Company in sub-licensing to the Customer to use any or all parts of such Arts and Contents.
    • (e) Any personal data which appears as a part and/or is included in the Arts and Contents submitted by the Artist to the system of ALIVE UNITED Services is the personal data; that the data subject allows the Artist, the Company, and the Customer to collect, use, and/or disclose under the contract between the data subject and the Artist; or that the Artist receives, from the data subject, an explicit consent to disclose to the Company and the Customer such personal data and to allow the Company and the Customer to collect, use, and/or disclose such personal data in accordance with all applicable laws (including but not limited to the Personal Data Protection Act, B.E. 2562 (2019)). Upon the Company’s request, the Artist must immediately provide the evidence, contract, and/or consent letter, which specifies that such data subject has entered into any agreement that gives the right to or has granted a consent to the Artist, the Company, and the Customer in the collecting, using, and/or disclosing of the related personal data.
    • (f) The Artist’s personal data which; appears as a part and/or is included in the Arts and Contents submitted by the Artist to the system of ALIVE UNITED Services; disclosed by the Artist to the Company and the Customer; or is collected by the Company from the Artist through communications, contracts, and other channels as specified in the Alive United’s Data Protection Notice for Website Users, is the personal data which the Artist understands and accepts that the Company has the right to collect, use, and/or disclose as specified in the Alive United’s Data Protection Notice for Website Users.
    • (g) By entering into this agreement, the Artist is not in violation of any agreements, obligations, or contractual restrictions that the Artist has entered into or may enter into, including any agreements, obligations, or restrictions prohibiting the Artist to reproduce, modify, distribute to the public, use, license, and/or submit the Arts and Contents to the system of ALIVE UNITED Services.
    • (h) The Arts and Contents, as well as information, details, description, and keywords submitted to the system of ALIVE UNITED Services; are correct and lawful in all aspects; are not in violation of any copyright, intellectual property, or any rights of any third person, are not violating or are with characteristics which violate or might violate the laws, religions, good morals, public orders, and/or governmental policies of Thailand or any other countries; contain or may contain any contents that are untrue, distorted, disgusting, violent or may be interpreted as contemning or defaming of any person or legal entity; and are not contrary to any provisions set forth in this TOS for Artist, as well as any regulations and recommendations on Arts and Contents announced by and to be announced by the Company as appropriate.
    • (i) The Arts and Contents are free and clear from any dispute, claim, contest of right, or legal proceedings pertaining to the Arts and Contents that being carried out or are likely to occur which may affect any rights of the Artist or may affect the service provided by the Company to the Customer according to the TOS for Customer.
    • (j) The Artist shall not act, omit to act, conceal, defraud of, or express in any manners likely to be considered as or may lead to the understanding that the Artist has any other relation or legal relation with the Company which is not as expressly prescribed in this TOS for Artist.
  2. In case that the Artist is in breach of one or several representations and warranties specified in Clause 3.1 above, the Artist agrees that the Company can reject his/her Arts and Contents, in whole or in parts, temporarily suspend the use of the Artist’s account, or close or reject to open the Artist’s account, immediately without a prior notice; however, this shall not affect the Company’s right to terminate this agreement with the Artist unilaterally, and/or to exercise the right in prosecuting and claiming for the damages and indemnities, including any other related expenses from the Artist.

4. Artist’s account for the using of ALIVE UNITED Services

  1. When the Artist requests to open the Artist’s account, it shall be deemed that the Artist has understood, acknowledged, and accepted with no objection all provisions in this TOS for Artist, as well as the TOS for Customer (Term Of Service "TOS" EN , TH), and any other terms and conditions displayed by the Company in the system of ALIVE UNITED Services, including but not limited to the Alive United’s Data Protection Notice for Website Users and any regulations and recommendations on Arts and Contents announced by and to be announced by the Company as appropriate.
  2. The Company reserves the right to approve the opening of the Artist’s account in order to the system of ALIVE UNITED Services, to temporarily suspend the use of the Artist’s account, or to close the Artist’s account; when the Company receives a complaint filed by any person that, or when the Company considers that, any frauds, infringements of intellectual property, or infringements of right of any persons have occurred or might occur; or when the Company receives a complaint filed by any persons, or the Company considers, that the Arts and Contents or other information submitted by the Artist to the system of ALIVE UNITED Services are incompatible with or may be against the laws, religions, good morals, public orders, and/or governmental policies of Thailand or other countries, or contain or may contain certain contents that are untrue, distorted, disgusting, violent, or may be interpreted as contemning or defaming of any person or legal entity, and are not in conformity with any regulations and recommendations on Arts and Contents the Company announces (if any) as appropriate, or one or several provisions set forth in this TOS for Artist.
  3. The Artist has the right to request for the Artist’s account to be closed. In this regard, the Company shall complete such proceedings within ninety (90) days after the date of receiving the Artist’s written request for the closing of such Artist’s account. When the closing of the Artist’s account is completed, such Artist’s account and all the Arts and Contents under his/her account shall no longer be displayed on the Website of the system of ALIVE UNITED Services. In this case, if the Artist wishes to reopen the Artist’s account, the Artist must contact the Company to apply for the re-opening of the account. However, the Company has the unilateral and undisputed right to make the decision. The Artist acknowledges that any Arts and Contents previously submitted to the system of ALIVE UNITED Services cannot be retrieved when the closing of the Artist’s account is completed.
  4. The Company has the right to suspend the usage of the Artist’s account as specified in this TOS for Artist. The Company shall finish the suspension of the Account within ninety (90) days after the Company informs the Artist of such suspension. For the temporary suspension of the Artist’s account, when the suspension of the Artist’s account is completed, the suspended Artist’s account will still be displayed on the Website of the system of ALIVE UNITED Services but the Arts and Contents under the name of such Artist’s account will not be exhibited until the Company’s suspension of such Artist’s account is cancelled.
  5. The Artist agrees and accepts that the closing of the Artist’s account and the suspension of Artist’s account shall not affect the using of the Arts and Contents by the Customer who expresses his/her intention to the Company in using the Arts and Contents prior to the date the Artist’s account is completely closed or suspended, regardless of whether or not the use of such Arts and Contents occur after the date that the Artist’s account is closed. However, the Artist agrees and accepts that if the Customer has downloaded the Arts and Contents, or has expressed his/her intention in using the Arts and Contents to the Company before the date the Artist’s account is completely closed, the Customer retains the right to continue using such Arts and Contents in accordance with the TOS for Customer. In this regard, the Company agrees to inform the Artist of the Customer’s request for the use of the Artist’s Arts and Contents which occurs before the date the Artist’s account is completely closed or suspended. The Company shall complete the payment for all related licensing within ninety (90) days after the date the Artist’s account is closed or suspended completely. In case that the Customer expresses his/her intention to the Company of using the Arts and Contents after the Artist’s account is completely closed, the Company will inform the Artist of such request to further make an agreement for using such Arts and Contents.
  6. The Artist may remove the Arts and Contents from the Artist’s account under a condition that, within a period of ninety (90) days as from the date the Artist’s account is opened, the Artist is only permitted to remove not more than the total of 100 items of the Arts and Contents. However, the Artist’s removal of the Arts and Contents shall not affect the use of Arts and Contents by the Customer who has established the right or has expressed his/her intention in using of the Arts and Contents to the Company before the date that such Arts and Contents are removed from the Artist’s account even though the use of such Arts and Contents may occur after the date such Arts and Contents have been removed from the Artist’s account. In this regard, the Artist agrees and accepts that such Customer still retains the right in using such Arts and Contents according to the related TOS for Customer.
  7. The Artist is not entitled to have more than one Artist’s account.
  8. To open an Artist’s account, the Artist must insert his/her profile photo and self-introduction messages. The profile photo may be one already used by the Artist in his/her website, or other photo representing the Artist. The self-introduction messages shall indicate the Artist’s profile in order for the Customer to be informed of additional information about the Artist and his/her works. The Artist may describe his/her working experiences, interests, and others. However, the Artist’s profile must not indicate or refer to any representative or agency, either directly or indirectly, and any external links; it also must not include any texts or photos pertaining to religions, beliefs, or politics. The Artist may change his/her profile photo and/or the self-introduction messages without the Company’s approval.

5. Model Release

  1. In case that the Arts and Contents show any person’s photos, videos, or his/her information, or show any person or his/her information as a composition whatsoever, the Artist must send to the Company an electronic copy of the model release, signed by every person appearing in the Arts and Contents, by using this Model Release form Model release form. The Artist must retain the original copy of such document. In case that the Company requires the Artist to deliver the original copy of such document for information inspection or for any proceeding, the Artist agrees to provide the original copy of such model release to the Company immediately.
  2. The model release shall be deemed the essential and integral part of this agreement. The Artist acknowledges and agrees that any invalidity, illegality, or deficiency of the model release shall cause the Artist to be in a material breach of the provisions set forth herein.
  3. The Artist agrees and permits the Company to display an electronic copy of the model release signed by the aforementioned person(s) to the Customer or any other person if the Company considers necessary and appropriate. In this regard, the Artist agrees to be responsible for any liability or damages occurred or may occur, due to the exercising of the Company’s and/or the Customer’s rights under this TOS for Artist and or the TOS for Customer, as the case may be, to the person appearing in the Arts and Contents.
  4. In case that any Arts and Contents must be accompanied with an electronic copy of the model release but the Artist chooses not to attach such copy, the Artist must indicate that such Arts and Contents are used for the ‘Editorial Use Only’. The Company reserves the right to use its discretion in accepting such Arts and Contents certain purposes of use. Nonetheless, the Company reserves the right to use its sole discretion in rejecting or removing any Arts and Contents with no model release. In any case, the fact that the Company does not request for the model release does not release and discharge the Artist from any responsibility he/she has for the person whose photo is distributed. For the mutual understanding of both parties, any Arts and Contents created by the Artist with no model release attached, if the Artist has a written contract with the person appearing in the Arts and Contents and the contract grants the permission for the Artist to have the exclusive right in the Arts and Contents and it is apparent that the Artist cannot provide the model release signed by such person to the Company, after taking actions as prescribed in paragraph one of this sub-clause, the Artist may deliver an electronic copy of the signed contract with such permission for the Company’s additional consideration on a case by case basis. In this regard, the Artist must retain the original copy of such contract. In case that the Company requires the Artist to deliver the original copy of such contract for further inspection or any proceeding, the Artist agrees to promptly provide such original copy to the Company. The Company’s decision for any case per this paragraph three shall be the Company’s unilateral and indisputable right.

6. Property Release

  1. In case that the Arts and Contents contains photos of property and real property photo or has the property and real property photo appearing as a composition thereof, the Artist must provide an electronic copy of the property release signed by the property owner to the Company by using this Property Release form Property Release Form. The Artist must retain the original copy of such document. In case that the Company requires the Artist to deliver the original copy of such document for information inspection or for any proceeding, the Artist agrees to provide the original copy of such property release to the Company immediately.
  2. The property release shall be deemed the essential and integral part of this agreement. The Artist acknowledges and agrees that any invalidity, illegality, or deficiency of the property release shall cause the Artist to be in a material breach of the provisions set forth herein.
  3. The Artist agrees and permits the Company to display an electronic copy of the property release signed by the property owner to the Customer or any other person if the Company considers necessary and appropriate. In this regard, the Artist agrees to be responsible for any liability or damages occurred or may occur, due to the exercising of the Company’s and/or the Customer’s rights under this TOS for Artist and or the TOS for Customer, as the case may be, to the owner of the property appearing in the Arts and Contents.
  4. In case that any Arts and Contents must be accompanied with an electronic copy of the property release but the Artist chooses not to attach such copy, the Artist must indicate that such Arts and Contents are used for the ‘Editorial Use Only’. The Company reserves the right to use its discretion in accepting such Arts and Contents certain purposes of use. Nonetheless, the Company reserves the right to use its sole discretion in rejecting or removing any Arts and Contents with no property release. In any case, the fact that the Company does not request for the property release does not release and discharge the Artist from any responsibility he/she has for the owner of the property appeared in the photos distributed. For the mutual understanding of both parties, any Arts and Contents created by the Artist with no property release attached, if the Artist has a written contract with the owner of the property appeared in the Arts and Contents and the contract grants the permission for the Artist to have the exclusive right in the Arts and Contents and it is apparent that the Artist cannot provide the property release signed by such person to the Company, after taking actions as prescribed in paragraph one of this sub-clause, the Artist may deliver an electronic copy of the signed contract with such permission for the Company’s additional consideration on a case by case basis. In this regard, the Artist must retain the original copy of such contract. In case that the Company requires the Artist to deliver the original copy of such contract for further inspection or any proceeding, the Artist agrees to promptly provide such original copy to the Company. The Company’s decision for any case per this paragraph three shall be the Company’s unilateral and indisputable right.

7. Rejection, Denial, Removal, or Suspension of the Use of Arts and Contents

  1. The Company has the right to reject, deny, or remove or suspend the use of Arts and Contents as well as the Artist’s information contained in the system of ALIVE UNITED Services if the Company receives a complaint filed by any person or considers that such Arts and Contents as well as other information submitted to the system of ALIVE UNITED Services are incompatible or may be against the laws, religions, good morals, public orders, and/or governmental policies of Thailand or other countries, or they contain or may contain certain contents that are untrue, distorted, disgusting, violent, or may be interpreted that they contempt or defame any person or legal entity and not in compliance with this TOS for Artist and/or any regulations and recommendations on Arts and Contents announced by and to be announced by the Company as appropriate. However, this shall not affect the Company’s right to consider the suspension or closing of the Artist’s account in accordance with the provisions hereof.
  2. Notwithstanding the foregoing, the Company shall have the sole discretion in rejecting, accepting, or removing the Arts and Contents or other details from the system of ALIVE UNITED Services if such content may cause any officers, managers, directors, representatives or employees of the Company to be in any lawsuit, or if such content violates this TOS for Artist and/or regulations and recommendations on Arts and Contents announced by and to be announced by the Company as appropriate.
  3. When the Company deems appropriate, the Company may allow the Artist to license the use of Arts and Contents, which was removed by any reason whatsoever, to the Customer who has already downloaded such Arts and Contents so such Customer may continue using such Arts and Contents without remuneration.
  4. The Company shall use an appropriate endeavor to have the Arts and Contents already removed by the Artist or the Company to be removed from the system of ALIVE UNITED Services and the websites of any of the Company’s affiliated companies (as well as any website co-using the brand, if any) within ninety (90) days as from the date there is a removal of such Arts and Contents from the Website of the ALIVE UNITED Services. However, the removal of the Arts and Contents from any system or website shall not affect the use of the Arts and Contents by the Customer who has established his/her right or expressed his/her intention to the Company or any affiliated company of the Company (as well as any website co-using the brand, if any) to or of using such Arts and Contents before the date such Arts and Contents are removed from the system of ALIVE UNITED Services or the websites of any affiliated company of the Company (as well as any website co-using the brand, if any) although the use of such Arts and Contents may occur after the date such Arts and Contents have been deleted. In this regard, the Artist agrees and accepts that such Customer still has the right in using such Arts and Contents in accordance with the related TOS for Customer.

8. Restrictions of use

  1. The Artist has no right to re-submit any Arts and Contents already submitted to the system of ALIVE UNITED Services.
  2. In case that the Artist finds out or believes that the Customer’s use of the Arts and Contents is not consistent with the TOS for Customer, the Artist is prohibited from taking any immediate action directly against the Customer. The Artist must, instead, inform the Company of such event and submit all other related documents and information to the Company as quickly as possible. The Company will take any actions as appropriate and necessary to prevent and mitigate the damage without delay. In addition, the Company may give a written consent to the Artist to make any further agreement, negotiation, or any other actions with such Customer. For the avoidance of doubt, the Company has not any duties or responsibilities to take legal actions or jointly take legal actions against the Customer who does not comply with the TOS for Customer. However, upon the Artist’s request, the Company will cooperate and provide the information to the Artist as the Company deems necessary and appropriate. However, the cooperation of and information providing by the Company shall be based on the sole discretion of the Company.
  3. 8.3 The Artist shall not use the system of ALIVE UNITED Services for the purpose of transferring his/her Arts and Contents to any of particular customer or particular group, or for the purpose of downloading his/her own Arts and Contents. Such actions shall be deemed a material breach of the provisions set forth in this TOS for Artist. The violation of the restriction set forth in this sub-clause results in the right of the Company to deny or detain any remuneration payment and/or the artist recommendation fee which the Artist is entitled to receive under Clause 10.9 of this TOS for Artist.

9. Remuneration to the Artist for the use of the Arts and Contents

  1. The remuneration for the use of the Arts and Contents submitted by the Artist to the system of ALIVE UNITED Services can be categorized into 3 main types as follows:
    • (a) Exclusive Licensing Remuneration This remuneration is for the exclusive licensing of the Arts and Contents submitted by the Artist to the system of ALIVE UNITED Services only, whereby no same Arts and contents and/or still images, moving images, sounds or any contents from the same shooting and/or making is provided to any other service providers with the same or similar service business as or to the system of ALIVE UNITED Services and the Artist does not use, reproduce, modify, improve, edit, distribute and display to the public and/or sell, advertise, and market by the Artist himself/herself or other persons, and license such Arts and Contents and/or still images, moving images, sounds or any contents from the same shooting and/or making to any other persons.
    • (b) Remuneration for Copyright Transfer This remuneration is for the transfer of copyright in the Arts and Contents already submitted by the Artist to the system of ALIVE UNITED Services. The Company will contact the Artist proposing to purchase the ownership and negotiating for the terms and conditions and remuneration for the purchasing of ownership or the transfer of copyright in such copyrighted Arts and Contents. When the Company and the Artist reach an agreement for the purchase of ownership or the transfer of copyright in such Arts and Contents, the Artist agrees to cooperate with the Company in providing the copyright transfer document and other related documents immediately upon the Company’s request.
  2. The remuneration for the use of the Arts and Contents of the Artist shall be subject to the rates, criteria and conditions specified in the Table of Revenues. The remuneration for the copyright transfer shall be at the rate to be further agreed between the Artist and the Company.

    Remuneration to the Artist : 40% of net selling price

    Photo Standard Licenses Fresh Alive Image for you everyday needs

    Up to ฿ 2,000
    Small ฿ 500
    X-Large ฿ 5,000

    Videos Standard Licenses Moment Alive Video for you Passion needs

    Up to ฿ 3,600
    SD ฿ 3,000
    HD ฿ 7,000
    4k ฿ 9,000

    Additional Extended Licenses Variety of choice to support any of your requirement

    Up to ฿ 72,000 +++
    +Merchandise, Product for Resale฿ 10,000
    +Market-Freeze 6 Months฿ 35,000
    +Market-Freeze : 1 Year฿ 65,000
    +Market-Freeze : 2 Year฿ 124,000
    +Market-Freeze : 3 Year฿ 180,000
    +Market-Freeze : 3+ Years or Buy-OutContact Us
  3. The remuneration payment for the use of the Arts and Contents of the Artist, as calculated by the percentage of net selling price, shall depend on the net selling price actually received by the Company from the Customer, which shall be calculated on the net amount after the deduction of all necessary costs, together with all taxes, difference of exchange rate or any other charges. For the avoidance of doubt, as the net selling price mentioned above is calculated from the selling price that the Company proposes to and/or agrees with each Customer; therefore, the Artist understands and agrees that the Company shall have the right to use its sole discretion in proposing and deciding such selling price. The Artist has no right to claim, argue, object to, or interfere by any means whatever.
  4. The Company shall calculate the remuneration for the use of the Arts and Contents of the Artist based on the download of such Arts and Contents which the Company receives the payment from the Customer. In other word, if the Customer downloads the same Arts and Contents more than one time, the remuneration the Artist entitled to receive shall only be calculated on one download.
  5. The Company shall calculate the total remuneration amount for the use of the Arts and Contents of the Artist in each accounting period whereby the accounting period is on a monthly basis. The calculation shall be done on the last day of every calendar month (hereinafter referred to as “Accounting Period”) and inform the Artist of such information. The remuneration for the use of the Arts and Contents of the Artist shall be paid by the 16th of the following month.
  6. In case that the Company calculates the total amount of remuneration for the use of the Arts and Contents and makes the wrong payment to the Artist by whatever reason, the Company has the right to correct and reclaim, set off, or make an additional payment to the Artist, as the case may be, without any interest charge.
  7. The Company has the right to calculate and set off any remuneration from the remuneration amount being miscalculated or cancelled, as well as any taxes, damage cost, exchange rate charge or other monies required by law which the Company has the right to deduct from any remuneration paid to the Artist at any time and/or any Accounting Period.
  8. To receive any remuneration payment, the Artist shall not use other person’s payment receiving channel or bank account or use joint payment receiving channel or bank account jointly own with any other person.
  9. In case that the Artist breaches any provisions set forth in this TOS for Artist, which results in the rejection, removal, or suspension of the distribution of the Arts and Contents or any suspension or cancellation of the Artist’s account, the Company is entitled to reject or detain any remuneration payment and/or fee of recommending other artists that the Artist has the right to receive.
  10. The minimum remuneration payment rate per Accounting Period to be made by the Company to the Artist is one thousand Baht (Baht 1,000) per an Accounting Period (hereinafter to be referred to as “Minimum Compensation Rate”). During any Accounting Period, if the Artist has the right to receive the remuneration for the use of the Arts and Contents but the amount is less than the Minimum Compensation Rate or he/she does not inform the Company of the information and details about the bank account or online payment details (e.g. Paypal) clearly and sufficiently for the purpose of receiving such payment through wire transfer, the Artist shall receive such remuneration in the following Accounting Period, which is the Accounting Period his/her accumulated remuneration reaches the Minimum Compensation Rate and the Artist informs the Company of the information and details about the bank account or payment via Paypal service clearly and adequately for receiving such payment via money transfer. In case that the Artist cancels his/her Account in an Accounting Period when his/her accumulated compensation in that Accounting Period is less than the Minimum Compensation Rate, it shall be deemed that the Artist waives his/her right to receive such accumulated remuneration. For clarity, the Artist has no right to receive any remuneration occurred after closing the Artist’s Account.
  11. In case that the Artist’s Account is closed because the Artist violates one or several provisions specified in this TOS for Artist, the Company has the right to hold the remuneration and/or any licensing fee to be paid to the Artist under this agreement as liquidated damages without depriving the rights under laws or any other contracts the Company has or may have with the Artist.
  12. The Company reserves the right to make the remuneration payment to the Artist in Thai Baht only.

10. Taxes

The Artist agrees to comply with any laws pertaining to taxes, income tax, and any other taxes of Thailand in connection with the remuneration payment for the use of Arts and Contents, and any other related payments under this TOS For Artist. Both the Artist and Company mutually agree that any monies to be received by the Artist and to be paid by the Company to the Artist under this TOS for Artist are exclusive of the value added tax and withholding income tax (if any). For the avoidance of doubt, the value added tax and/or withholding income tax shall be separately identified in the Artist’s account in each Accounting Period’s remuneration payment for the use of Arts and Contents.

11. Trademark and Service Mark of the Company

  1. The Artist agrees and acknowledges that he/she has no right to use the trademark and service mark, trade name, internet name, and domain name of the Company. The Artist shall also be prohibited from using any trademark and service mark, trade name, internet name, domain name, which are the same or similar to those of the Company, or to express any behavior which might imply that the Artist’s goods or service is the Company’s goods or service or is related to the Company or comes from the same source, or it is the business of the Company’s affiliated company or it has the same owner to the Company or it may cause confusion over the place of origin or the owner of such goods or service.
  2. The Artist agrees and acknowledges that he/she holds no right to take the following actions and also agrees not to take the following actions: copy, reproduce, modify or utilize, either in part or in whole, the pattern and method of using the Website, as well as the domain name, content, and any information of the Company and the system of ALIVE UNITED Services.
  3. The Artist agrees and acknowledges that he/she has no right to take the following actions and also agrees not to take the following actions: copy, frame, or link to the Website of the system of ALIVE UNITED Services.

12. Agreements on Copyright Infringement

  1. By this provision, the Artist grants to the Company the right to take any actions as the Company deems appropriate in order to protect the Company’s right pertaining to the Arts and Contents. If there are any documents or information necessary for proceeding to protect the Company’s right, upon the Company’s request, the Artist agrees to prepare, sign, and deliver such documents to the Company, as well as agrees to cooperate with the Company in all aspects without delay to enable the Company to perform any actions to protect the Company’s right.
  2. If the Company is informed or aware of any copyright infringement or any other unlawful violation which causes the impact or loss or damage to the right of the Company, the Customer, and/or the Artist in relation to the Arts and Contents, the Company shall inform the Artist to jointly establish certain measures and to jointly perform any action. Upon the Company’s request, the Artist shall proceed to claim, contest the right, and/or carry out legal proceedings, as appropriate, to mitigate such damages without delay. In this regard, the Artist permits and consents for the Company to be informed of the progresses and to have also the right to give opinions and make decisions in any actions being carried out to protect and mitigate such damages.
  3. For the avoidance of doubt, the Artist agrees and accepts that the Company has no obligation to claim, contest the right, or perform any legal actions against any person in relation to the Arts and Contents or in relation to any right of the Artist in any case whatsoever.
  4. In case that the Artist finds or believes that the Customer’s use of Arts and Contents is not consistent with the TOS for Customer, the Artist is prohibited from taking any actions directly against the Customer immediately. Instead, the Artist must inform such event to the Company and submit all other related documents and information to the Company as quickly as possible. The Company will take any actions as appropriate and necessary to prevent and mitigate the damage without delay. In addition, the Company may grant a consent to the Artist in writing in order for the Artist to further make arrangement, negotiate, or take any other actions with the Customer. For the avoidance of doubt, the Company has no obligations or responsibilities to take legal actions or mutually take legal actions against the Customer who does not comply with the TOS for Customer. However, upon the Artist’s request, the Company will cooperate and provide the information to the Artist as the Company deems necessary and appropriate. However, the Company’s cooperation and provision of information shall be the sole discretion of the Company.
  5. In case that the Artist informs or submits a complaint to the Company regarding wrong usage of Arts and Contents by the Customer, the Company reserves the right to use its discretion in suspending the access to such Arts and Contents and/or in closing the Artist’s account temporarily or permanently as the Company deems appropriate without any prior notice. However, if the Company finds out that such claim or complaint is untrue or is made by bad faith, the Company reserves the right to remove such Arts and Contents and/or to close the Artist’s account without any prior notice.

13. Confidentiality

The Artist acknowledges and agrees that, regardless of how it is being disclosed, any information of or that is in the system of ALIVE UNITED, as well as any information the Company informs to the Artist, is the confidential information of the Company. The Artist agrees to keep confidential and never disclose to any third person, to never use or to never act in any way whatsoever which cause damages to any and all confidential information of the Company, directly or indirectly and for any purposes whatsoever; except when it is required by law to be disclosed to the government authority. The provision in this clause shall still be effective after the termination and expiration of this agreement.

14. Indemnification

  1. In case that any person contests the right, exercises the right of claim, files a plaint, or take legal proceedings in relation to the Arts and Contents, either against the Artist only or against both the Artist and with the Company, the Artist must inform the Company of the aforementioned without delay, and deliver all related information to the Company immediately. If the Artist agrees to conduct negotiations to admit his/her guilt or to indemnify any damage cost to such person, the Artist must receive a prior written consent from the Company. Without such informing and consent, the Company shall be released from any liability and/or damage cost in relation to such contesting the right, exercising the right of claim, filing the plaint, or taking legal proceedings by the third party.
  2. The Artist shall hold the Company and the Customer, as well as the directors, officers, and employees of the Company and the Customer, harmless from any contesting of right, exercising of the right to claim, filing of plaint, or taking of legal proceedings by any person in relation to the Arts and Contents of the Artist or the Artist’s breach of one or several provisions set forth in this TOS for Artist or which is a direct or indirect effect from the use of the Arts and Contents by the Company or other person authorized by the Company under this TOS for Artist. The Artist shall contest, put up a defense, as well as indemnify any and all damages and costs in defending himself/herself with the third party (which includes legal fees and other fees) for the Company and the amount paid by the Company in this regard.
  3. In case the court delivers a judgment that the Company must pay for the damages or the Company agrees to pay the damages to any person based on the damages or the contests of right from or pertaining to the Artist’s breach of one or several provisions set forth in this TOS for Artist or which is a direct or indirect effect from the use of the Arts and Contents by the Company or other person authorized by the Company under this TOS for Artist, the Artist agrees to indemnity all damage cost incurred to the Company for the defending, claiming and all other costs (as well as legal fee and other consulting fees) occurred immediately, subject to a condition that the Company must inform the Artist without delay in writing of any claim or demand in order for the Artist to be able to proceed in accordance with such claim within the timeframe the Company deems appropriate.
  4. If the Artist has to pay for any damages to the Company as specified in Clause 15 of this TOS for Artist, the Artist agrees and allows the Company to set off such damages, either in whole or in part, from any remuneration under Clause 15 of this TOS for Artist that the Artist is entitled to receive from the Company.

15. Communications between the Artist and the Company

  1. All corresponding, claiming, notifying, reporting or informing letters, or any other types of letters or documents, used to communicate between the parties, as well as account statement documents or tax statement documents, between the Artist and the Company, if being delivered via post, either registered posts or other posts, or via the Artist’s account in the system of ALIVE UNITED and/or via electronic mail ( E-mail : artistsupport@aliveunited.com ) to the address or e-mail address notified by the Artist to the Company via the system of ALIVE UNITED or notified by the Company in the system of ALIVE UNITED or via the Website (as the case may be) shall be deemed as duly delivered and received.
  2. The Artist has an obligation to update and amend his/her personal information and address and e-mail address to enable that the Company to communicate with him/her via post and electronic mail ( E-mail : artistsupport@aliveunited.com ). The Artist agrees that in case that the Company sends any information or messages to the Artist at the provided address or e-mail address but the Artist does not receive it because the Artist’s e-mail address is incorrect or outdated or suspended or by any reasons whatsoever, it shall be deemed that the Artist has already received the information or message from the Company.
  3. The Artist may contact the Company at the office of the Company at [•].

16. Termination of the Agreement

  1. The Company holds the right to terminate this agreement immediately if the Artist acts or omits to act, which causes him/her in breach of one or several provisions set forth in this TOS for Artist. In this regard, the Company shall inform the Artist of this, and close the Artist’s account. However, if the Company considers that such breach may be remedied, the Company may suspend the Artist’s account temporarily, and inform him/her to remedy such offence within thirty (30) days upon the date the Artist is notified. When the specified period has ended, whereas the remedy of such breach does not conform to the Company’s request, the Company will close the Artist’s account and it shall be deemed that this agreement is terminated immediately.
  2. Either party is entitled to terminate this agreement immediately if the other party becomes insolvent, enters into the liquidation process (except the voluntary liquidation for an objective of rehabilitation or restructuring) or the other party reaches a compromise with the creditor or trustee or receiver.
  3. The termination of this agreement, by whatever reason, shall not take effect to any rights of the Customers under the related TOS for Customer, which have been established prior to the date this agreement is terminated.

17. Other Provisions

  1. The Artist has no right to transfer the right in this TOS for Artist to any other person except a prior written consent from the Company is obtained, whereas the assignee must enter into an agreement to be assigned for all rights and duties of the Artist as determined in this TOS for Artist.
  2. This TOS for Artist is legally binding and establishes the relation between the Company and the Artist as the parties of the ALIVE UNITED Services United Services and licensing in the Arts and Contents as specified explicitly in the provisions set forth in this TOS for Artist only; it does not aim to establish any other juristic relationships of any kind whatsoever between the parties, e.g. partnership, joint venture, employment, representative, etc.
  3. The Company shall neither be liable to any damage incurred from the submission or use of the Arts and Contents and information of the Artist, as well as to the rejection, removal or suspension of the use of the Arts and Contents in the system of ALIVE UNITED Services or to rejection of account opening request, suspension or cancellation of the Artist’s account.
  4. In case that the Artist acts or omits to act, which causes the Artist’s violation of the TOS for Artist, either one or several provisions or other agreements made with the Company, the Company shall have the right to reject, remove or suspend the use of the Arts and Contents, as well as the information belonged to the Artist as stored in the system of ALIVE UNITED Services, or to suspend or cancel the Artist’s account immediately without any prior notice. However, the Company reserves the right to take actions and make claims by other means as permitted by law and in accordance with the TOS for Artist and other agreements made with the Customers.
  5. The Company reserves the right to solely establish, add, edit or cancel any part of or entire TOS for Artist and TOS for Customer, as well as the remuneration rate for the use of the Arts and Contents and other remunerations in the future.
  6. In case that any statement in this TOS for Artist becomes invalid, incomplete, or unenforceable, the parties hereto agree that other remaining parts herein are still binding and enforceable and they are not affected by such invalidity, incompleteness or unenforceability.
  7. This TOS for Artist shall be governed and construed by the law of Thailand, and the parties hereto agree to file a dispute to the jurisdiction of Thai Court.
  8. It shall be deemed that the TOS for Customer, consent letter, and any other licensing notice mentioned above and indicating explicitly that they are made in accordance with the provisions of the TOS for Artist or the TOS for Customer, communications in writing or via electronic means between the Company and the Artist, and the Company’s Notification on Private Data Protection for Website Users are an essence and an integral part of this agreement. The Artist understands and agrees that any incompleteness, illegality, or inefficiency of any or all documents mentioned above shall take effect to the Artist’s breaching of substantial part of the provisions set forth herein.

Effective Date

[24 October 2020]

 

Last updated date

[24 October 2020]