1. By becoming a MyFoneThemes Content Partner (henceforth referred to as LICENSOR), you hereby declare that you are the copyright owner for the images that you will submit to MyFoneThemes.com. Such images over which you own the copyright may be in the forms of photographs, illustrations, drawings scanned into digital format, digital art, logos and other images that you may submit from time to time for conversion into mobile phone themes and sold at www.MyFoneThemes.com and its affiliate websites.
   
   
   1. Phone themes or "phone skins" shall refer to files that allow a mobile phone or wireless handset user to change the display background and highlights of the mobile phone or wireless device. Phone themes may also allow for new pop-ups, menus, and icons.
      
      
   2. Affiliate websites shall refer to other websites that host, sell, or distribute the MYFONETHEMES's content for a percentage share of the sales revenue.
      
      
   3. Premium SMS or reverse SMS represent a billing solution wherein the consumer pays for mobile content through his telecommunications provider by sending or accepting an SMS or short messaging solution text.
      
      
   4. IVR or Interactive Voice Response represents a billing solution wherein the consumer pays for mobile content through his telecommunications provider by calling or using a phone number designated by a telecommunications company.
      
      
   
   
   
2. MyFoneThemes shall:
   
   
   1. Select, produce and convert the photographs or images into digital format capable of being downloaded and delivered as mobile phone themes;
      
      
   2. Sell, market and distribute the derivative phone themes in the Territory to End Users who can install the phone themes on their mobile phones or wireless handsets;
      
      
   3. Make advertising and marketing materials of the phone themes and to use the LICENSOR's or author's trademark, logo, or name;
      
      
   4. Determine the price to be charged depending on the territory or region and mode of delivery.
      
      
   5. Process and collect the payment of the Purchase Price due with respect to an End User's purchase of the phone themes;
      
      
   6. Pay all costs and expenses incurred by MyFoneThemes in the performance of its services and duties under this Terms and Conditions, including expenses in connection with the solicitation of End Users and the operation of MyFoneThemes' business;
      
      
   7. Timely remit to LICENSOR any amounts payable by MyFoneThemes hereunder for each phone theme purchased by a consumer in accordance with the terms and conditions of this Terms and Conditions.
      
      
   
   
   
3. The term of the Content Partner Program shall be for a period of one year and automatically renewed on a continuing basis unless terminated by either party for any reason upon receipt of a 60 day prior notice of termination from either party. Upon termination of this Terms and Conditions, MyFoneThemes shall remove all content whose copyright is owned or controlled by the LICENSOR from the MyFoneThemes' website.
   
   
4. In consideration of the rights granted to MyFoneThemes in this Terms and Conditions, MyFoneThemes shall pay a royalty rate of Ten Percent (10%) of the Gross Retail Price per successful download.
   
   
5. MyFoneThemes shall provide a real-time tracking system to enable the LICENSOR to monitor all sales or downloads from the website.
   
   
6. MyFoneThemes shall pay royalties only on successful and paid downloads. Charges that have been reversed by the credit card company or payment solutions provider due to fraudulent activity shall not be considered paid downloads. Royalties that have been paid on charges that are reversed by the credit card company or payments solutions provider shall be deducted from future royalty payments.
   
   
7. Upon request by the LICENSOR, but not more than once a month, MyFoneThemes shall provide a detailed written Earnings Statement. The Earnings Statement shall state the specific phone theme purchased and include the total number of the purchased phone themes, the purchase price and the revenue due to the LICENSOR under this Terms and Conditions, and how the phone theme was billed and paid for.
   
   
8. MyFoneThemes shall pay the LICENSOR monthly if the amount of the royalty reaches USD 100. If not, the license payments shall be carried over to the next monthly period or until the amount reaches USD 100. The LICENSOR shall be paid by check, wire transfer or by PayPal. If the LICENSOR wishes to be paid by wire transfer, he/she shall bear the cost of the wire transfer which shall be deducted from his/her license payments.
   
   
   1. The royalty shall be paid depending on the method of payment by the End User. All downloads paid for by a credit card shall accrue to that month and paid in the subsequent month. All downloads paid for by SMS (short messaging system) or IVR (Interactive Voice Response) telephone billing system, or any system other than credit card and which is provided by a third party payment solutions provider, shall be paid after one hundred fifty days from the end of month when the purchase was made. The amount paid for by SMS or IVR shall be added to any royalty due from purchase by credit card from any preceding period. If the amount is less than USD 100, the royalty shall be carried over until royalty due reaches USD 100 or more, at which time, such payment shall be sent to the LICENSOR.
      
      
   2. MyFoneThemes payments shall be paid in US Dollars (US$). If the LICENSOR wishes to be paid in a currency other than US Dollars, MyFoneThemes shall, on a best effort basis, convert the amount into the desired currency but the LICENSOR shall bear all costs of conversion and the charges for sending the payment in a non-dollar currency.
      
      
   
   
   
9. Each party shall be responsible for all taxes due on any of their respective incomes.
   
   
10. LICENSOR may terminate this Terms and Conditions in whole or in part if:
    
    
    1. MyFoneThemes is in breach of any of the terms of this Terms and Conditions and, where the breach is capable of remedy, MyFoneThemes has failed to remedy the breach within fifteen (15) days from the date of a written notice from LICENSOR specifying the breach requiring its remedy;
       
       
    2. MyFoneThemes appoints, or has appointed to it, a liquidator, receiver or administrator.
       
       
    3. MyFoneThemes shall own and retain the rights to the derivative works produced by it from the licensed photographs and/or images licensed hereunder;
       
       
    4. MyFoneThemes may produce several phone theme versions according to the number of mobile phone models it supports from the same photograph and/or image.
       
       
    
    
    
11. The parties agree to indemnify, save and hold each other harmless from any and all loss and damage (including court costs and reasonable attorney's fees) arising out of, connected with, or resulting from the performance by either party of its obligations hereunder, or any inconsistency with, failure of, breach or threatened breach by either party of any warranty, representation, Terms and Conditions, undertaking or covenant contained in this Terms and Conditions including, without limitation, any claim by any third party in connection with the foregoing.
    
    
12. Either party shall not be liable to the other in the event that a party is unable to perform an obligation under this Terms and Conditions because of any cause outside of the party's reasonable control, including acts of God, industrial action, default or failure of a third party, failure of equipment or transmission difficulties or governmental action or interruption of services.
    
    
13. MYFONETHEMES holds LICENSOR and/or any of its employees free and harmless from any and all liabilities, claims, damages, suits of whatever nature, arising out of or in connection with any and all web and computer-related errors due to gross negligence or inexcusable fault on the part of LICENSOR and/or any of its employees.
    
    
14. LICENSOR shall be the sole author and owner of the photographs and/or images licensed hereunder and all intellectual property rights therein; He warrants such ownership and has obtained all the necessary authorizations and releases from the models or the persons in the photographs, if any, and holds MYFONETHEMES free and harmless from any and all suits for copyright infringement.
    
    
15. LICENSOR and MYFONETHEMES acknowledge that each party shall be the exclusive owner of its logos, trademarks and trade names, and shall not, now or in the future, contest the validity of each other's marks, nor take any action that would impair the value of, or goodwill associated with, such marks.
    
    
16. MYFONETHEMES reserves the right to remove the content derived from the photographs or images if questions arise as to the ownership of the copyrights of those images or photographs until such time as those questions or disputes are satisfactorily settled.
    
    
17. All non-public, confidential or proprietary information relating to either LICENSOR or MYFONETHEMES, its directors, stockholders, officers, employees, parent company, affiliated companies and subsidiaries, whether written or oral or whether such information has been specifically designated as confidential or not, which LICENSOR or MYFONETHEMES may have access to in the course of and in connection with the performance of this Terms and Conditions shall be kept confidential by LICENSOR or MYFONETHEMES and shall not be disclosed to any person even after the termination of this Terms and Conditions.
    
    
18. This Terms and Conditions is the complete and exclusive statement of the Terms and Conditions between LICENSOR and MYFONETHEMES, and supersedes all understandings or prior Terms and Conditionss, whether oral or written, and all representations or other communications between LICENSOR or MYFONETHEMES in relation to the subject matter contemplated herein. Any variations or additions to this Terms and Conditions are only valid if confirmed in writing by both parties.
    
    
    1. MyFoneThemes is in breach of any of the terms of this Terms and Conditions and, where the breach is capable of remedy, MyFoneThemes has failed to remedy the breach within fifteen (15) days from the date of a written notice from LICENSOR specifying the breach requiring its remedy;
       
       
    
    
    
19. Any notice or other communication to be given under this Terms and Conditions shall be in writing and shall be served by leaving it or sending it by facsimile or prepaid post or by electronic mail to the addresses of the parties specified in this Terms and Conditions, or as notified by either party to the other from time to time.
    
    
20. Nothing contained in this Terms and Conditions shall be construed as constituting or evidencing any partnership, agency or contract of employment between the parties.
    
    
21. All disputes relating to this Terms and Conditions which cannot be settled amicably and in good faith shall be settled by binding arbitration under the auspices of the International Chamber of Commerce in Hong Kong. The governing law of this contract shall be Hong Kong.

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