Terms of Service for Creators

Last updated on the 8th of September, 2022

Raknida Limited (“Raknida”, “we” or “our”) provides a service for commercially exploiting digital works of art through our website (accessible at www.raknida.com) and/or other art sales or retail platforms, together with any services, software, tools, features or functionality made available by Raknida (the "Services" or "Platforms"). Please carefully read the following terms and conditions (“Terms” or "Agreement") and our Privacy Policy, which may be found at https://raknida.com/pages/privacy-policy. These Terms, the Privacy Policy, and any other policies linked herein, govern the Creator's (“you” or “your”) access to and use of the Services, and constitute a binding legal agreement between you and Raknida.

Certain areas of the Services and your access to certain Services may have different terms and conditions or may require you to accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions for a specific area of the Services or for access to specific Services, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Services.

You acknowledge and agree that by accessing or using the Services or by selling a work on or through the Services or by sharing your content with Raknida with the intent to use the Services or posting any content on the Services, you are indicating that you have read, understand, and agree to be bound by these terms, whether or not you have registered with the Services. If you do not agree to these Terms and the Privacy Policy, then you have no right to access or use the Services.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will apply to that company or other legal entity.

These Terms govern the relationship between Raknida and the Creator whose artworks are published on Raknida for sales. This does not include artworks created under contract or commission by Raknida. Such artworks are paid for and belong fully to Raknida and as such, their creators are not covered in these Terms.

An artwork created and shared with Raknida in the manner stipulated in these Terms is a digital artwork while a tech experience(s) or other material intended to highlight a digital artwork is a related product.

PURPOSE

You appoint Raknida as your agent of sale to commercially exploit the digital artworks you submit to Raknida and to:

sell your digital artworks as art prints, canvas prints, wallpapers and in any other physical or digital medium which Raknida may include in its offerings; and
optionally utilize your digital artworks to create tech experiences with the goal of driving up sales of your artworks. The creation of such tech experiences shall be at Raknida’s sole discretion and may include (but is not limited to) Augmented Reality.

We may also request for use, media and/or tech experiences that you create independently and may apply them for the purpose and in the manner set out above and in this Agreement.

ART SALE CATEGORIES

Raknida currently has three art sale categories on the Services:

Non-Exclusive Artworks: Artworks that Raknida doesn't request to be published only on our Platforms. You retain the right to publish non-exclusive artworks on other art sale platforms or otherwise deal with them commercially if none of the Terms or licenses you grant Raknida is violated.
Exclusive Creator Artworks: Artworks that you agree to sell only on our Platforms. Except at our sole discretion, these artworks cannot be unpublished until after at least a year, and cannot be sold or published anywhere else while on our Platforms.
Exclusive Raknida Artworks: Artworks that we direct you to create only for Raknida based on trends and other factors that may drive up sales. Copyright in these artworks belong to Raknida, so they cannot be sold or published anywhere else and can only be unpublished from our Platforms at our discretion.

SUBMISSIONS & ELIGIBILITY

Raknida only accepts works of art that are in digital form. This includes illustrations, photography, vector art, physical paintings that have been scanned in high resolution or otherwise converted into digital form, and other pieces of art created through a digital medium, including animated artworks in special cases.

Artworks and related products can be submitted to Raknida via forms we create for this purpose, electronic mail to raknida@insectastudios.com, or any other means which we communicate to the Creator.
All submitted artworks must meet the following criteria to be eligible for publishing:

The Creator created and owns full copyright to the artwork
The Creator has all necessary permissions from the subjects in the artworks, other sales platforms the artwork is listed on, etc. to publish and make profit from the artwork on the Services.
The artwork isn’t abusive, inappropriate, discriminatory and doesn’t violate any regulations, laws or third party(ies)’s rights.
All technical guidelines requested by Raknida’s staff (including the size of the artwork, its dimensions, resolution, any adjustments, etc.) have been met.
The Creator meets Raknida’s eligibility criteria, i.e., the Creator:

originates from an African country or is a descendant of a person(s) of African origins;
is 18 years or older.

All artworks on the Services are curated, so we reserve the right to determine whether any artwork submitted will be published on the Services.
Any artwork we decide to put on the Services shall be published within a reasonable time from the date you submit the artwork.

PRICING AND PAYMENTS

One of Raknida’s unique value propositions is that buyers can get artworks on the Services at affordable prices. This is to drive sales, which enables you earn multiple incomes from single artworks over time. Accordingly, the prices of all artworks and any promotional discounts in the Services shall be determined at the sole discretion of Raknida.
Creators are entitled to the following commission for every sale of any of their artworks published on Raknida's platforms (the "Sale Commissions"):

Art Sale Category	Creator	Raknida
Non-Exclusive Artworks	65% of the Net Profits	35% of the Net Profits
Exclusive Creator Artworks	70% of the Net Profits	30% of the Net Profits
Exclusive Raknida Artworks	50% of the Net Profits	50% of the Net Profits

Note that:

"Sale Price" is the price assigned to any artwork listed on the Services. It does not include delivery fees or any additional service costs, e.g. installation fees.
"Net Profits" is the Sale Price after Production Costs.
"Production Costs" include the cost of materials, producing the artworks, promotions, taxes and any related manpower and operational costs.
The Sale Prices of exclusive sale categories and licenses may be set higher than those that are non-exclusive. In such events, the profits gained will be higher for both parties.
A buyer has 14 days from the date they receive their order to request returns. So commissions are cleared after the said 14 days has lapsed without any returns request from the buyer, or 14 days after such request has been fulfilled by Raknida (the "Clearance Period").
In any circumstance where the payment for an order is reversed to the buyer (e.g. where a transaction fails, an order is cancelled, etc.), you understand that we will be unable to pay such earnings to you.
All cleared sales commissions which have accrued to you will be paid on a quarterly basis into the account you specify to Raknida.
Note that Sale Prices on Raknida’s platforms are subject to change without notice, but any changes to Sale Commissions will be communicated to the Creator in advance.
Raknida reserves the right to promote and market artworks using sales, promos and/or discounts as an incentive for new and returning buyers. This typically gives buyers between 5% - 20% off, or on rare occasions, may be free (e.g. buy 1 get 1 free promos, competition prizes, etc). If used, discounts will be deducted from the prices of the artwork and the usual sales commission splits will then be calculated. On the rare occasions where artworks are free, you understand that there won’t be any earnings to pay to you.
There shall be no form of commissions or payments on artworks that are unpublished (artworks that have been removed from Raknida's platforms) or not published (artworks that were shared with Raknida but never published on any of Raknida's platforms).

CREATOR'S RIGHTS

Except as provided in these Terms, you retain all copyrights in your digital artwork(s).
You are entitled to Sale Commissions on every sale of your artworks as stipulated above. Any notification of sales and cleared commissions due to you shall be sent via electronic mail to the email address you provide to Raknida.
You can get any of your artworks unpublished from our platforms by sending us an email request at raknida@insectastudios.com. Note that this is subject to the relevant art sale category and our Terms for unpublishing.

CREATOR'S OBLIGATIONS

You have the obligation to:

Have at least five (5) artworks published on Raknida, and submit new artworks periodically
Supply information required by Raknida including Creator information and details on the artworks shared
Periodically participate in promotions, experiences, events, etc. organized/required by Raknida to promote artworks. Notice of this will be given in advance.
Not breach any part of this Agreement.

RAKNIDA’S RIGHTS

You hereby grant Raknida a worldwide, transferable, right and license, with a right to sublicense, to:

Non-exclusively sell physical productions of your Non-Exclusive Digital Artworks as art prints & canvas prints with different framing options (a Non-Exclusive License);
Exclusively sell physical productions of your Non-Exclusive Digital Artworks as wallpapers (an Exclusive License);
Exclusively sell physical productions of your Exclusive Digital Artworks as wallpapers, art prints & canvas prints (an Exclusive License); and
Exclusively create and/or use animated versions/videos of any of your artworks in Augmented Reality, VR, and any other Raknida tech experience for the purpose of driving sales and engagement on your artworks (an Exclusive License).
* Note that until an artwork is unpublished as provided in these Terms, the Exclusive Licenses in (2) to (4) of this Clause are exclusive against every party not sublicensed or licensed by Raknida, including you.

We reserve the right to:

Screen the artworks you submit to us and decide which artworks to publish on the Services.
Unpublish any artworks that don’t meet our standards or violate our terms.
Use your digital artworks, their physically produced forms, and animations and videos of same in Creator, brand & sale promotions;
Relist your digital artworks on other art sale and retail platforms and stores to increase market reach & drive sales
access, view, use, crop, resize, copy, distribute, publicly display an artwork or its copy(ies) in any form, medium or technology now known or later developed for the purpose of promoting Raknida and your artwork.

You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such rights, if any, will be in the form of the Sale Commissions outlined above, which is payable as described in therein.

RAKNIDA’S OBLIGATIONS

We have the following obligations:

To manage the production of your digital artworks published on the Services as art prints, canvas prints, wallpapers and in other such forms we provide to buyers at any time, as well as to manage the sales, shipping & fulfilments, and other logistics related to the sales of the artworks;
To ensure prompt quarterly payments of your accrued Sale Commissions to the account number designated by you to Raknida; and
To abstain from using your artwork outside the agreed purposes outlined in these Terms.

PROMOTIONS & CERTIFICATIONS

Promoting our Creators and their artworks is an important aspect of our team’s mission. To promote you and/or your artworks, as well as the Services, we may incorporate, print, or otherwise use your artworks (including images of items, spaces, etc. that display your digital artworks) on our social media postings, newsletters, etc. and embed text, logo, or other content on such artworks. We may also require you and/or your artwork to appear on our social media channels and at virtual or physical promotional events, exhibitions, etc. You will not be owed or paid any earnings, royalties, or other payments in connection with such promotions except where sales are made, and such payment shall be made in the manner outlined in these Terms.
To authenticate the physical productions of your digital artworks (i.e. the art prints, canvas prints, wallpapers and any other form which Raknida provides to buyers), we may require you to physically sign and/or number the prints of your artworks. Except for any documented out-of-pocket expense made on such an occasion, e.g. transportation costs, which payment shall be at Raknida's sole discretion, you will not be owed or paid any payments in connection with such certifications.

CONFIDENTIALITY

In the event that in the course of doing business with us, you become aware of or come to be in possession of any ideas, costs, knowledge, know-how or other information which is our Confidential Information or the confidential information of our affiliates, you hereby agree to not disclose or use such Confidential Information for any purpose whatsoever except with our express written consent and you agree to take the same degree of care as you would with your own confidential information, and to ensure that where applicable, your employees, associates or representatives maintain strict confidentiality and refrain from using or disclosing our confidential information as defined above.
This Clause binds the Creator in perpetuity and thus, shall survive the termination of this agreement

TERMINATION

This Agreement shall remain in force for a period of 2 years from the date you sign up to use the Services, upon the expiration of which it will automatically renew for a further period of 2 years in each instance unless terminated by either Party.
This Agreement shall be terminated at any time when either Party sends a written notice of intention to terminate, to the designated email address of the other Party.
Upon the termination of this Agreement, subject to (4) below, all digital artworks belonging to you shall be unpublished from the Services within 30 days after Raknida receives or sends you the notice to terminate. This, however, subject to Raknida's discretion, excludes Exclusive Creator Artworks that haven't stayed on Raknida's Platforms up to the required year before unpublishing. Where the Agreement is terminated, such Exclusive Creator Artworks shall remain on the platform until the required year lapses, and then shall be subject to the procedure of unpublishing set out in (4) below.
Where any orders are placed on your artworks before or within the 30 days period stipulated in (3) above, the rights granted by this Agreement shall remain in effect until such orders have been fulfilled and their respective Clearance Periods lapsed. Any outstanding amounts due to you shall thus be paid as soon as they have been cleared or at the expiration of the said 30-day period (whichever is later in time), and the license rights granted by you to Raknida with respect to such digital artworks will terminate as of the final date of the Clearance or 30-day period.

UNPUBLISHING

Subject to the Art Sales Category and Raknida's rights granted under these Terms, you may get any of your digital artworks unpublished by sending an email to raknida@insectastudios.com, or any other means which we shall communicate to the Creator, requesting that same be unpublished.
Within 30 days of the receipt of your request, subject to (3) below, your digital artwork(s) will be unpublished from the Services.
Where any orders are placed on the artwork in question before or within the said 30 days, the rights granted by this Agreement shall remain in effect until such orders have been fulfilled and their respective Clearance Periods lapsed. Any outstanding amounts due to you shall thus be paid as soon as they have been cleared or at the expiration of the said 30-day period (whichever is later in time), and the license rights granted by you to Raknida with respect to such artwork will terminate as of the final date of the Clearance or 30-day period.
No Exclusive Creator Artwork can be unpublished by the Creator until after at least a year from the date it is first published, and such eventual unpublishing shall be subject to Raknida’s agreement. No Exclusive Raknida Artwork can be unpublished except at Raknida's sole discretion.

GOVERNING LAW

The laws of the Federal Republic of Nigeria shall govern these Terms.

DISPUTE RESOLUTION

In the event of a dispute between you and Raknida, either of the Parties (you or Raknida) shall send to the other a written notice of the dispute, and both Parties shall use their best endeavours to settle any dispute amicably through mutual discussion and/or negotiation.
If the Parties are unable to resolve the dispute through mutual discussion and/negotiation within 30 days from the date of the notice in (1) above, the dispute or difference of opinion shall be referred by either Party to mediation as follows:

The mediation shall be initiated by written notification of the claiming Party (the "Claimant") to other Party;
The mediation shall be conducted in accordance with the Lagos Multi-Door Courthouse Rules and under the laws of the Federal Republic of Nigeria;
The mediation shall be conducted by a single mediator to be jointly decided upon by the Parties. Should the Parties fail to agree on the mediator within 14 days of the written notification to mediate, either Party shall approach the Lagos Multi-Door Courthouse to appoint a mediator;
The mediation shall take place at a location to be agreed upon by the Parties and may upon the agreement of Parties, be conducted via video call or via some other virtual platform;
The Parties shall participate in good faith in the mediation and if Parties are unable to resolve their dispute within 3 months from the commencement of the mediation, then Parties may resort to litigation.

The provisions of Clauses 1 and 2 (1 - 5) above shall be a precondition to litigation. However, this Dispute Resolution clause does not estop either of the Parties from first taking legal action to secure their financial interests under this agreement.
This Clause shall always apply to disputes and differences of opinion existing or arising between the Parties concerning this agreement or any matter hereunder, and accordingly, shall survive the termination of this Agreement.

NOTICES

Any notices or other communications permitted or required hereunder, may be sent via email to an email address designated by you, and in the case of modifications to these Terms, by email or posting same on our Platform(s), subject to our discretion. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

SEVERABILITY

If any of the terms in this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, and Raknida shall add as a part of this Agreement, a provision as similar in terms to such affected provision as possible, and such amended provision shall be deemed valid and enforceable.

ENTIRE AGREEMENT

This agreement contains the entire agreement and understanding between you and Raknida. However, Raknida reserves the right in its sole discretion to make amendments to these Terms, our Privacy Policy and any other terms of use incorporated into this Agreement without recourse to you. Where such amendments conflict with any of the terms in this Agreement, Raknida reserves the right to decide which terms shall supercede the other(s).

REPRESENTATIONS & WARRANTIES

By signing this Agreement, you represent and warrant that:

You are 18 or older
You are of full legal capacity to enter into this agreement
Your artworks are original and do not infringe the intellectual property, privacy, or any proprietary rights of any third party(ies)
Submitting your artworks to us or using the Services does not infringe the terms of any other agreement between you and any third party(ies).

You assume liability for any claims disputing any of the provisions in this clause.

INDEMNITY

You agree to indemnify and hold Raknida and its subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any liability, claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, resulting from your breach of these Terms.

WAIVER

The failure of Raknida to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Raknida.

BREACH

Both Parties accept that upon breach or threat to breach this agreement, the other Party may sustain irreparable harm and shall be entitled to obtain an injunction to stop any breach or threatened breach, and to recover damages with respect to said breach.

MODIFICATIONS

Raknida reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on any of the Services and/or provide you with notice of the modification. We will also update the “Last Updated Date”. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services in accordance with the Termination clause above. We encourage you to check back regularly to review these Terms.
We reserve the right to change the URL, modify or discontinue, and restrict or block access to the Services without notice to you. We may modify or remove any digital artworks or content from the Services at any time without notice to you, including the removal of any works of art or content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, illegal or otherwise objectionable.
Occasionally, there may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information if any such information on the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by applicable local, state, federal or international laws, regulations, or statutes. No specified update or refresh date applied to the Services should be taken to indicate that all information on the Services has been modified or updated.

If you have any questions about these Terms, kindly contact Raknida at raknida@insectatsudios.com.