Agency T&Cs

Astound US Inc. Terms & Conditions

Note on Astound US Inc Trading Structure.

Astound US Inc., and not Astound UK Ltd (formerly Illo Agency Ltd) are the contracted Agency for all the represented artists offered in their roster. Astound UK Ltd, trade as introducers to Astound US Inc., Astound US Inc will facilitate the licensing of work with artists who will contract with clients as the principal in the agreement. Illo Agency is a trading style of Astound US Inc.

Here with the Terms & Conditions for Astound US Inc

1.Defined Terms In these Terms and Conditions.

“Artwork”, “Territory”, “Period”, “Goods”, “Use”, “The Customer”, “Fee”, “Royalty” and “Credit Line” have the meanings given to them in these Terms & Conditions or in the Particulars of the Invoice issued to the Customer. “The Agency” means Astound US Inc., acting as the sole and exclusive agent for the Artist in connection with the license to The Customer of intellectual property in the Artwork.

2.License:

2.1 Subject to the payment of the Fee/ Royalty (if specified in the Particulars) by The Customer to The Agency when due, The Agency, as the agent for Artist, grants to The Customer a non-exclusive/exclusive license (as specified in the Particulars) to reproduce the Artwork solely for the purposes of the manufacture, distribution and sale of the Licensed Goods or for the purposes of the Licensed Use (as detailed in the Particulars) in the Territory for the Period, or until earlier termination of this license in accordance with the provisions of clause 9 below.

2.2 If, at any time during the Period the Artwork has not been exploited by The Customer by way of manufacture, distribution and sale of the Licensed Goods or for the purposes of the Licensed Use for a consecutive period of 12 months, The Agency may serve a written notice upon The Customer terminating the license granted under clause 2.1 in respect of the Artwork, which notice shall take effect upon delivery or as stated in the Particulars.

2.3 If the particulars state “WORK FOR HIRE” then (for the avoidance of doubt) the following provisions shall not apply: 2.2, 4.2, 5.1 and 5.2.

2.4 In the case of a license to manufacture Licensed Goods, the license also includes the right to reproduce the Artwork in advertising and promotional material for the Licensed Goods.

3.Delivery of Artwork:

3.1The Agency shall use commercially reasonable efforts to procure the delivery of the Artwork to The Customer by the Delivery Date. Time shall not be of the essence for the purpose of this clause and The Agency shall not be liable for any loss (including without prejudice to the generality of foregoing any consequential loss or loss of profits) incurred by The Customer if delivery of the Artwork is not made by the Delivery Date.

4.Payment:

4.1 The Customer shall pay the Fee to The Agency by the end of the calendar month following the month in which The Agency’s invoice is issued. If the Fee shall be on account of Royalties due to The Agency (if this is an agreed remuneration) then the Customer shall pay the periodic Royalty to The Agency in accordance with Section 5.1 below.

4.2 If agreed The Customer shall pay to The Agency the Royalty which shall be calculated as a percentage of the Net [Wholesale][Retail] Price of all the Licensed Goods sold or otherwise disposed of by The Customer during the Period. The Net [Wholesale][Retail] Price of the Licensed Goods shall be the [wholesale][retail] price, excluding Value Added Tax, at which the Licensed Goods are sold [by The Customer to the retailer][to the public]

4.3 The Customer shall pay interest to The Agency on any late payments of the Fee or Royalty at the rate of 4% per annum over Barclays Bank PLC base rate from time to time from the date such payment fell due until receipt by The Agency of the full amount due, whether before or after judgement.

4.4 All payments to be made under this license shall be exclusive of any applicable taxes attributable to the license (excluding taxes on The Agency’s profits) and any applicable taxes shall be paid by Customer in addition to such payments.

4.5 Credit Terms can be extended by the Agency’s prior written agreement only.

5. Records and Inspection for Royalty Payments:

5.1 The Customer shall keep true and accurate accounts and records of the sale and disposal of all Licensed Goods and the aggregate Net Retail Price received in respect thereof, together with any other information relevant to the computation of the Royalty. The Customer shall within 14 days of the end of each [calendar month/quarter] during the Period send to The Agency a full statement showing the number of Licensed Goods sold or otherwise disposed of during that period, and the aggregate Net [Wholesale][Retail] Price in respect thereof, together with a remittance for the Royalty due to The Agency.

5.2 The Customer shall, on request, allow The Agency, or its auditors, to inspect, audit and take copies of The Customer’s accounts and records insofar as necessary to verify sales and other disposals of the Licensed Goods and the aggregate of the Net Retail Price in respect thereof and the Royalty due to The Agency. If the sums paid by The Customer to The Agency are less than the amount certified as due by such auditors, The Customer shall pay the outstanding balance and (if the said balance exceeds $1,000 or 10% of the amount due, whichever is the smaller) the auditor’s fees to The Agency within seven (7) days of the date of the auditors’ certificate.

5.3 All sums shall be paid in full without deductions, except only for such withholding tax as the Customer is legally bound to withhold on behalf of Artist. The Customer shall provide official tax receipts in respect of such deductions and shall provide all documentation in relation to the withholding that The Agency requires in order to recover the withheld tax.

6. Complimentary Samples:

6.1 The client shall send samples of the product to the Artist (not the Agency)..

7.Quality of Licensed Goods:

7.1 The Customer shall ensure that any reproductions of the Artwork for the Licensed Use shall be of first class technical and pictorial quality and that the Licensed Goods are manufactured to a high standard of quality and shall, if requested by The Agency, submit samples of the Licensed Goods to The Agency for their approval prior to any distribution, sale or disposal of any Licensed Products. If such approval is requested, no Licensed Goods shall be distributed or sold by The Customer without such prior written approval.

7.2 The Customer shall comply with all applicable laws, safety standards, codes and regulations relating to the manufacture, sale, distribution or other dealing with the Licensed Goods in the Territory.

7.3 If manufactured products are to be supplied, these must be sent to the Artist directly and not to The Agency.

8.Termination and Consequences of Termination:

8.1 The Agency may terminate the License immediately by notice in writing at any time to The Customer if:

(a) The Customer commits a material breach of any of the terms or conditions of this License unless such breach is remedied (if capable of remedy) within fourteen (14) days of written notice given by The Agency requiring The Customer to do so;

(b) If The Customer commences any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors; there is commenced against The Customer any such case, proceeding, or other action of a nature referred to above; or The Customer is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

8.2 Upon the termination or expiration of this License for any reason all Royalty and other monies accrued due hereunder shall become immediately due and payable to The Agency, The Customer shall cease to manufacture, distribute, advertise or sell the Licensed Products.

8.3 Upon termination or expiration of this License subject to any rights or obligations which have accrued prior to termination and to the continued existence and validity of the rights and obligations of the parties under those clauses which are expressed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement, neither party shall have any further obligation to the other under this Agreement.

8.4 Upon termination or expiration of this License other than in accordance with the provisions of clause 8.1, The Customer shall be entitled for a period of up to 6 months following such termination or expiration, to distribute, sell and deal any Licensed Goods in its possession and manufactured prior to the date of termination or expiration. For the avoidance of doubt, Royalties shall be due to The Agency on any Licensed Goods sold or otherwise disposed of during this period.

9. Alterations:

9.1 The Customer shall not in any way modify, alter, amend or adapt the Artwork or permit the Artwork to be altered, amended, adapted or modified in any way.

9.2 The Customer shall not use the Artwork in anything other than its original form save that The Customer may overprint text on reproductions of Artwork and apply color enhancement to reproductions of the Artwork.

9.3 The Customer shall not plagiarize the Artwork or allow the Artwork to be copied “in the theme of”.

9.4 No Generative AI Training Use.

For avoidance of doubt, Artist reserves the rights, and Customer has no rights to, reproduce and/or otherwise use the Artwork in any manner for purposes of training artificial intelligence/ML models to generate illustration, including without limitation, technologies that are capable of generating works in the same style or genre as the Artwork, unless Customer obtains Artist’s specific and express permission to do so. Nor does Customer have the right to sublicense others to reproduce and/or otherwise use the Artwork in any manner for purposes of training artificial intelligence technologies to generate images without Artist’s specific and express permission. In the event that the Agency determines, at its own discretion, that artificial intelligence software has been used, the Agency reserves the right to take action against Customer for damages, including, but not limited to, any profits generated directly or indirectly by Customer’s trading activity as described in this section and any other damages to Artist or Agency resulting from Customer’s actions.

10. Artist:

10.1 The Customer hereby acknowledges that The Agency has been appointed as the Artist’s sole agent in respect of the exploitation of the Artwork and any other artistic works created by the Artist. The Customer hereby agrees that if The Customer wishes to acquire an additional license to reproduce and exploit such Artwork and other artistic works by the Artist of any kind, The Customer shall acquire a license from The Agency and not from the Artist directly, until such time as The Agency informs The Customer they may do so.

11. Assignability:

11.1 Unless otherwise provided, this license is personal to the The Customer, and The Customer shall not assign its rights or obligations hereunder to a third party save that if The Customer is a company, this license may be assigned to an affiliate of The Customer. If the parties have agreed that this is an assignable license, the The Customer may assign the benefit of this License to a third party.

12. Liability, Limitation of Liability, Indemnity and Insurance:

12.1 The Agency shall not be liable to The Customer for any loss or damage suffered or incurred by The Customer as a result of the Artwork or the Licensed Goods breaching any copyright, intellectual property rights or any other rights of any third party. In the event of any such claims, The Customer will look to the Artist only.

12.2 The Customer shall defend, indemnify, and hold harmless The Agency and the Artist, and their officers, directors, employees, agents, successors, and assigns, from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including legal fees and expenses) based on, arising out of, or resulting from (a) any breach by The Customer of any of its representations, warranties or obligations under this Agreement; (b) The Customer’s failure to comply with any applicable laws, rules or regulations; or (c) The Customer’s products or services.

12.3 The Customer shall maintain customary, industry-standard liability insurance, including, as applicable, product liability insurance, with an established and reputable insurance company, naming the Artist and the Agency as additional named insureds.

12.4 No Consequential or Indirect Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS EMPLOYEES, OWNERS OR AFFILIATES, BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

12.5 Maximum Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO THE AGENCY PURSUANT TO THIS AGREEMENT DURING THE 2 MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIM.

13. Export Duties.

13.1 The Customer is responsible for any customs, duties or local taxes in whatever form incurred, and The Agency does not accept any liability for these charges.

14. Credit Line and Copyright Notice.

14.1 The Customer hereby agrees that the Credit Line shall be included on all Licensed Goods. If applicable, the Agency hereby asserts on behalf of the Artist, the Artist’s right to be identified as the author of the Artwork in accordance with applicable laws.

14.2 Each and every one of the Licensed Goods including the packaging, advertisements and other related material shall contain such copyright notices as shall be required and/or approved by The Agency.

15. Limited Warranties.

15.1 to the best of its knowledge and belief The Agency warrants:

(a) the Artist is the exclusive Licensee of the Artwork and entitled to enter into this license;

(b) the Artwork does not infringe the copyright or any other right of any other person;

(d) Artist has not previously licensed, assigned, granted or encumbered the Artwork so as to derogate from the license hereby granted.

16. Severability.

16.1 If any provision of these terms and conditions is declared by court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions.

17. Entire Agreement and Variation.

17.1 This Agreement supersedes all prior agreements, negotiations and discussions between the parties relating thereto. No amendment or other variation to this Agreement shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

18. Notices.

18.1 All notices required or permitted under this Agreement shall be in written form and shall be sent to the addresses set out in the Particulars to which these Terms and Conditions are attached and shall be given by personal delivery or mail. If sent by mail shall be deemed to have been delivered (in the case of internal US mail) 48 hours after mailing and in proving mailing, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and mailed; if delivered personally shall be deemed to have been delivered upon delivery. If sent via email, the email shall not be deemed delivered unless confirmed by a non- automatic reply email.

19. Governing Law.

19.1 This License shall be governed by and construed in accordance with the laws of New York without regard to its conflict of laws provisions. In the event of any disputes or claims based on or arising out of this License, the parties submit to the jurisdiction of the State and Federal courts in the State and County of New York.

20. Survival.

20.1 The provisions of this Agreement contemplating performance following the termination of this Agreement shall survive the termination thereof.

21. Confidentiality.

21.1 Other than as may be required by any applicable law, government order or regulation, or by order or decree of any court of competent jurisdiction, neither party shall publicly divulge or announce, or in any manner disclose to any third party, any information or matters revealed to them pursuant hereto, or any of the specific terms and conditions related to this Agreement.

22. Counterparts.

22.1 This Agreement may be executed in multiple counterparts and by electronic [or facsimile] signature, each of which shall be deemed an original and all of which together shall constitute one instrument.