Minty GCC
due to Slovak Law

1. General provisions

I. Definitions

1. Owl Agency, s. r. o., together with its affiliates, subsidiaries, divisions, officers, employees and agents are collectively referred to herein as “Minty”.
2. “Artbuyer” shall refer to any person, entity or organization that enters into a Licence Agreement.
3. “Illustrator” is the person who create and sell an illustration.
4. „Illustration“ is the artwork or illustration or picture created by the Illustrator
5. “Custom-made illustration” is the illustration made based on the order of the Artbuyer
6. “Partner organisation” is the organisation that has the right due to contract with Minty to upload and sell the picture (licence) in our portal.

2. General Conditions for the Illustrator

I. Upload illustration

1. The Illustrator must have a artist account created at portal tasteminty.com.
2. The Illustrator uploads Illustration in accordance with the instructions on portal mintystock.com.
   1. Illustrations uploaded directly on tasteminty.com. must meet the technical parameters and ethical requirements defined in this Minty General commercial conditions (hereover as “Minty GCC”).
   2. Illustrations created based on the Minty Artbuyers request, are then directly uploaded to tasteminty.com. Illustrator undertakes to inform Minty about the fact, that he started making the Illustration on order.
3. Each uploaded Illustration must meet the technical parameters and ethical requirements defined in Minty GCC.
4. After uploading the Illustration to tasteminty.com., Minty reserves the right to check it, and if fit is inconsistent with Agreement between Illustrator and Minty or the requirements specified in Minty GCC, Minty is entitled to remove it from the website. In the event of damage, Minty is entitled to full amount of compensation against Illustrator.
5. After uploading the Illustration to portal tasteminty.com., Minty is entitled to handle the Illustration in accordance with agreement concluded between Illustrator and Minty or Minty GCC.
6. Minty may delete the Illustration if it does not comply with agreement concluded between Illustrator and Minty or Minty GCC. In that case, Illustrator is not entitled to a reward/remuneration.
7. The Illustrator may delete the uploaded Illustration only after consent of Minty.

II. Rights and duties

1. 2.1. Illustrator shall provide the Illustration to Minty by uploading it in accordance with instructions set out on tasteminty.com. Before uploading, it is necessary for Illustrator to set up Illustrators own account on tasteminty.com.
   1. When uploading Illustrator shall adhere to the following rules:
   2. the uploaded material must be a digitalized illustration, collage, micro animation or CGI illustration of photographic quality;
   3. the Illustration can`t contain any content that is unlawful, harmful, vulgar, abusive, porno-graphic, defamatory, inducing criminal or other illegal activity, supporting any kind of intolerance or infringing the rights of third parties;
   4. if the Illustrations contains protected content and the previous consent for its use in the Illustration is required, Illustrator must obtain such consent prior to uploading the Illustrations and such consent must be granted in the extent allowing the use of Illustrations under relationship between Minty and Illustrator and this Minty GCC;
   5. the Illustrations can`t be an advertisement or spam;
   6. the Illustrations can`t contain any technically harmful content such as malware, viruses, or other content which may affect the safety and performance of tasteminty.com;
   7. the Illustration can`t violate patents, trademarks and other protected designations, the trade secret and other intellectual property rights;
   8. Illustrator can`t use an identity of the third party;
   9. the Illustration can`t contain any mechanism which will, after uploading, disable or restrict its use by Minty or Artbuyers, or which enables such disabling or restriction;
   10. the Illustrations must be exclusive, i.e., Illustrator may not sell or offer them in any way other than through tasteminty.com. This obligation shall by no means restrict Illustrator to publish the illustration on personal portfolio website or other websites meant to showcase Illustrator’s portfolio, provided:
   11. Illustrator would not, in any way, license the illustration or grant any rights to it to third parties,
   12. Illustrator would not enable third parties to download the illustration in the quality higher than 72 Dpi and in the size equal or larger than the one in which Illustrator provided the illustration to Minty, and
   13. Illustrator have embedded into the Illustration a link to tasteminty.com.
2. By uploading the illustration Illustrator represents and warrants that the rules referred to in this Minty GCC and in the Agreement between Minty and Illustrator are met and that he has the legal right to dispose with Illustration in the extent allowing its use in manners agreed upon in this Minty GCC.
3. After the illustration is uploaded, Minty may check whether it meets the conditions under this Minty GCC or set out on tasteminty.com. Not with standing, Minty is entitled not to publish on or withdraw from tasteminty.com any Illustration, especially if it violates the rules. Illustrator cannot therefore rely on the fact that all illustrations are actually made available to artbuyers.
4. However, the rights of Minty are not its obligations. This means that those rights or their use by Minty does not relieve Illustrator of any obligation to ensure compliance with the terms of this Minty GCC and Agreement between Illustrator and Minty, or of responsibility for their failure. Making the Illustration available to artbuyers by Minty shall not, under any circumstances, imply that Minty has approved such Illustration or that they meet conditions under this Minty GCC; Minty assumes no responsibility for compliance with the rules regarding the Illustrations and for their characteristics.
5. Minty shall be entitled to assign to Illustrator ‘s Illustrations with his name that he provided it with and to identify him as the author of the work. Minty shall not be responsible for the falsity of Illustrator ‘s name or authorship.

III. Managing Illustration after Uploading on tasteminty.com

1. After uploading the Illustration, Minty shall be entitled to change the size of it, but always by keeping the aspect ratio of the Illustration. Minty shall be entitled to create multiple sizes of the Illustrations to be available for sale to Artbuyers.
2. Minty shall be entitled to include the Illustration along with other Illustrations (also from other Illustrators) to a collection, designated, as a whole, for sale to Artbuyers.
3. Minty shall be also entitled to include the Illustration into the marketing campaign and to set its price; within such campaign the Illustration can be provided to Artbuyers free of charge.
4. Minty will allow Artbuyers to purchase the Illustration on tasteminty.com by enabling them
   1. to download it, or
   2. to download an embedded link, or
   3. to purchase it in other way set out on tasteminty.com; In case of the embedded link under above, an advertisement for Minty or third parties may be included in the Illustration. The Illustration’s selling price shall be determined and may be changed, also repeatedly, at the discretion of Minty. If Illustrator does not agree with the determined price, he may delete the Illustration from his account; however, until the Illustration is deleted, the price as determined by Minty shall be considered valid.
5. Minty shall be entitled to retain the Illustration and make it available,
   1. if required by law,
   2. if necessary for the enforcement of obligations under this Agreement, or
   3. to resolve disputes with third parties regarding their rights to the illustration, or
   4. if necessary for protection of the rights, property or safety of Minty, Artbuyers or the public.

IV. Granting a licence to Minty

1. By this Agreement Illustrator grants Minty the exclusive and worldwide right to sell, license and sublicense to third parties, under the terms set out in this Agreement, the Illustrations provided by Illustrator, and to collect funds in connection with those endeavours. For Illustrations which are put on sale, Illustrator grants Minty, the exclusive and worldwide right:
   1. to market the Illustration, which right entitles Minty particularly to distribute, publicly transmit, publicly display, copy, create reproductions, publish (make available to public), produce and use prints and similar Illustration products, upload, post, broadcast, alter, create derivative works of, and merge Illustration with other work, with the aim to present it to Artbuyers;
   2. to grant a perpetual, worldwide, non-exclusive licenses and sub-licenses to third parties, including on the royalty-free basis (i.e., non-exclusively and with no recurring usage fees) for a non-exclusive use of Illustrations, during unlimited time, by all methods known at the time of granting, including the permit to merge the Illustration, either altered or not, with other works, and use of such resulting work. Minty is entitled to determine the terms of such licenses and sub-licenses; however, it must prohibit the unlawful use of illustrations;
   3. to use the Illustration in the manners under (4.1.1) above for its own business purposes related to promoting tasteminty.com. That includes not just its publishing on tasteminty.com, but also any other ways of promotion (e.g., internet advertisement, promotional brochure);
   4. to grant a perpetual, worldwide, non-exclusive licenses and sub-licenses to third parties, including on the royalty-free basis, (i.e., non-exclusively and with no recurring usage fees) for a non-exclusive use of Illustrations, during unlimited time, by all methods known at the time of granting, including the permit to merge the Illustration, either altered or not, with other works, and use of such resulting work. Minty is entitled to determine the terms of such licenses and sub-licenses, however it must prohibit the unlawful use of Illustrations,
   5. to use the Illustration in the manners under a) above for its own business purposes related to promoting tasteminty.com. That includes not just its publishing on mintystock.com, but also any other ways of promotion (e.g., internet advertisement, promotional brochure)
   6. to dispose of the Illustration in other ways agreed upon in this Minty GCC, e.g., in part 3.
   7. The rights set out in clause (4.1.) shall apply to parts of the illustration as well.

V. Compensation/remuneration

1. Minty shall pay the Illustrator compensation in accordance with separate contract/agreement between Illustrator and Minty.

VI. General Law/Arbitration.

1. The relationship between Illustrator and Minty sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties and shall be governed, interpreted and enforced in accordance with the laws of the Slovak Republic.
2. Any claim or litigation arising out of this relationship or its performance may be commenced only in courts physically located in Slovak Republic, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this relationship, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

3. General conditions for the Artbuyer

I. Minty Royalty-free licence

1. The Minty Royalty-free licence (further as “MRF”) is worldwide, non-exclusive and non-transferable.
2. Range of the MRF is:
   1. One time use - Artbuyer can use the Illustration just once.
   2. Unlimited use - buy once, use forever. If the Artbuyer is purchasing Illustration on behalf of other authority (employer, client), you can’t use the same artwork on behalf of other.
3. The MRF license enters into force after the Artbuyer purchase.
4. The MRF licence does allow to:
   1. use the Illustration for personal or commercial use,
   2. use the Illustration on behalf of third person by Artbuyer,
   3. use the Illustration on its own, or as part of a new work. When used as part of a new work, there’s no limit to the number of copies of the new work that can be distributed so long as the copies or product are not offered for sale,
   4. crop the Illustration,
   5. resize the Illustration,
   6. add text on top of the Illustration,
   7. convert the Illustration into black and white version.
5. The MRF license does not allow to:
   1. make cut outs from the Illustration,
   2. re-sell materials using our Illustration in a product offered for sale where the item contributes to the core value of the product being sold (tees, bags, postcards.) unless re-sell licence has been purchased,
   3. use any Illustration (in whole or in part) as a trademark, service mark, logo, or other indication of origin,
   4. make Illustration available or use the Illustration in a digital format so that the Illustration can be reused by multiple users,
   5. make derivative Illustration, or change the colour unless converting to black and white,
   6. sublicense, resell, share or transfer the Illustration or otherwise redistribute on its own (even for free), unless it is prohibited so in separate agreement,
   7. use any of Illustration together with pornographic, defamatory, or otherwise unlawful or immoral content that promotes hatred or violence towards groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, sexual orientation or gender,
   8. give the false expression that any Illustration is created by Illustrator or a person other than the copyright holder(s) of such Illustration,
   9. use the Illustration if Artbuyer fails to make a payment to Minty when it is due or if a credit card charge is refused or charged back. Artbuyer‘s right to use any illustration that he has downloaded but not yet paid for will terminate unless all payments are received
6. Minty may terminate Artbuyer‘s account without further notice if he breaches any of the terms of this Minty GCC or violate any law or regulation in relation to his use of the Illustration.

II. Money back Guaranteed by the order to create Illustration

1. The Artbuyer has the money back Guarantee by the order to create Illustration against Minty due to this rule:
   1. 100% returned money when project is killed before the delivery of the first sketch,
   2. 75% when project is killed after the delivery of the first sketch,
   3. 50% when project is killed after first feedback was incorporated,
   4. 5% in case you decide not to use finalised artwork.
2. If the Illustrator does not cooperate with the Artbuyer the Minty will return the 100 % of the paid money to Artbuyer.
3. Minty never returns administration fee.

III. Rights between Artbuyer and Minty

1. The Artbuyer agrees that Minty is an independent contractor, and that neither Illustrators, nor Minty employees or contracted personnel are, or shall be deemed to be, employees of Artbuyer. All rights granted to Artbuyer are contractual in nature and are expressly defined by the Agreement with Minty and this Minty GCC.
2. If Artbuyer licenses Illustration on behalf of other authority (employer, company), this authority acquires the license to the Illustration under this Agreement. If Artbuyer licenses Illustration on behalf of other authority, this authority certifies that Artbuyer has the full authorization to do so. In case Artbuyer does not have such authorization, Artbuyer will be personally liable for any breach of the terms. Artbuyer muss obtain separate licenses for each individual partner or customer for whom or which Artbuyer acquires Artwork.
3. The relationship between Artbuyer and Minty sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This relationship shall be governed, interpreted and enforced in accordance with the laws of the Slovak Republic.
4. Any claim or litigation arising out of this relationship or its performance may be commenced only in courts physically located in Slovak Republic, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this relationship, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
5. Artbuyer will indemnify and defend Minty against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Illustration furnished by Artbuyer. It is the Artbuyer's responsibility to obtain the necessary model or property releases and ensure they are in full effect and force.
6. Artbuyer may not assign or transfer rights and duties granted from relationship with Minty.

IV. Preauthorized payments and SaaS subscriptions

1. Services, Restrictions and Responsibilities
   1. Minty will use commercially reasonable efforts to provide Art Buyer the Services. As part of the registration process, Art Buyer will identify an administrative user name and password for Art Buyers Minty account. Minty reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
   2. Art Buyer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Minty or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
   3. Minty shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Art Buyer Data and data derived therefrom), and  Minty will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Art Buyer agrees that Minty will save Art Buyer’s payment data on third party servers, namely GoPay.cz (owned by GOPAY s.r.o.)
   4. Art Buyer agrees that his payment data will be stored on GOPAY s.r.o. servers in accordance with international data security standard PCI-DSS Level 1.

   5. Art Buyer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Art Buyer shall also be responsible for maintaining the security of the Equipment, Art Buyer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Art Buyer account or the Equipment with or without Art Buyer’s knowledge or consent.
2. Payments of Fees
   1. Art Buyer will pay Minty the then applicable fees described in the Order Form for the Services and Implementation Services (the “Plan”). Minty will inform Art Buyer in not later than 2 days from signing Order Form, that his Subscription Plan is active. If Art Buyer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Art Buyer shall be billed for such usage and Art Buyer agrees to pay the additional fees in the manner provided herein.  Minty reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or thencurrent renewal term, upon thirty (30) days prior notice to Art Buyer (which may be sent by email). If Art Buyer’s free period, pilot period or discounted period of Plan is about to end, Minty will notice Art Buyer no later than 7 days prior to first regular payment deduction. Minty will notice Art Buyer 7 days prior to payment deduction scheduled after more than 6 months since the last payment. Maximum amount billed monthly by Minty shall not exceed the amount agreed in Order Form. If Art Buyer believes that Minty has billed Art buyer incorrectly, Art Buyer must contact Minty no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Minty’s customer support department.
   2. Minty may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Minty thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
3. Term and Termination
   1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided.

These GCC Terms are valid as of 07/03/2018