Immortalize your Judo Journey

Royalty Agreement for Commercial Use of Picture Image

This Agreement is made on the day you, the Licensor, acknowledge and verify its acceptance. The agreement is between you, the Licensor, if you are of the age of majority in your jurisdiction of residence, or your Parent or Legal Guardian if you are a minor, hereinafter referred to as the "Parent" or "Legal Guardian", and KyosoCards Ltd, hereinafter referred to as the "Licensee".

Purpose of Agreement

The Licensor, with the consent of their Parent or Legal Guardian where applicable, agrees to grant KyosoCards Ltd a non-exclusive, perpetual license to use the picture image submitted by the Licensor for commercial use for the purpose of printing on collector/trading/playing cards produced by KyosoCards Ltd.

Use of Image

The Licensee may use the image for the purpose of collecting, storing, and printing on KyosoCards Ltd products and promotional materials. The Licensee has no obligations or restrictions, with respect to how the Licensee will use the image.

Representations and Warranties

The Licensor, and their Parent or Legal Guardian where applicable, represents and warrants that (i) they are the owner of the image or have the right to grant the license, (ii) the use of the image does not infringe any third-party rights, and (iii) the image represents the true likeness of the Licensor and does not contain lewd, illicit, or harmful imagery, determined by the sole discretion of the Licensee.

Royalty Compensation

The Licensor will receive a royalty compensation of $0.10 Canadian dollars for each time a card with that image is printed and sold by the Licensee.

Claiming Royalty Compensation

Royalty compensation can be claimed once a minimum of $10 has been accumulated, subject to a $5 processing fee. The maximum amount of royalty compensation that can be claimed per request is $3000. Multiple claims can be made. The Licensor's royalty balance can be found within the Licensor's online KyosoCards account. No periodic statement will be provided.

Payment Requests

Payment requests can be made 10 times per calendar year, and payments will be made within 20 business days of the request being made. Payments may be made by, but not limited to, digital value transfer (e.g., Interac e-transfer).

Confidentiality

Both parties agree to maintain the confidentiality of any confidential information exchanged during the course of this Agreement, including, but not limited to, proprietary processes, trade secrets, and any other sensitive information that is not publicly available.

Termination

This Agreement may be terminated by either party upon thirty (30) days written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within the thirty (30) day notice period. This Agreement shall automatically terminate upon the death or incapacity of the Licensor or the bankruptcy or insolvency of either party.

Limitation of Liability

In no event shall the Licensee be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, business, or data, arising out of or in connection with this Agreement, whether in an action in contract, tort, strict liability, or other legal theory, even if advised of the possibility of such damages.

Indemnification

The Licensor, and their Parent or Legal Guardian where applicable, shall indemnify, defend, and hold harmless KyosoCards Ltd and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the Licensor's representations and warranties. This indemnity shall survive the termination of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Alberta,, Canada, without regard to conflicts of law principles. Each party hereby consents to the exclusive jurisdiction of the courts in Alberta, Canada.

Entire Agreement

This Agreement contains the entire understanding and agreement between the Licensor and the Licensee with respect to its subject matter, and supersedes all prior and contemporaneous agreements, understandings, inducements, or conditions, express or implied, written or oral.

Acceptance of Agreement

By clicking "Accept" below, you, the Licensor, represent and warrant that (i) you have read, understand, and voluntarily agree to be bound by this Agreement, (ii) you are 18 years of age or older and of the age of majority in your jurisdiction of residence, or you are a parent or legal guardian of a Licensor who is a minor and you have read, understand, and voluntarily agree to be bound by this Agreement on behalf of the Licensor, and (iii) you have the authority to enter into this Agreement and fulfill its obligations.

If you do not agree to the terms of this Agreement, do not click "Accept," and do not submit any image to KyosoCards Ltd.