We put a lot of effort into making Producer Space a useful, fun, and rewarding platform for everyone involved. In order to maintain this atmosphere, we strictly observe the following principles:
- We will never steal from you
- We will never attempt to deceive you
- We will always communicate with you in an open, honest, and direct manner
- We will always attempt to provide all services in a timely manner
- We will always use common sense and sound judgement in all aspects of our relationship with you
Similarly, as a website user, whether you are a Customer or Vendor, you agree to:
- Never steal from us or other members
- Never attempt to deceive us, members, or potential members
- Communicate in an open, honest, and direct manner
- Try to provide all services in a timely manner
- Use common sense and sound judgement in all aspects of your relationship with Producer Space and other members
Producer Space is a publicly available site on which Vendors and the Company can distribute digital products to Customers.
This Agreement regulates the legal relationship between Vendor as a content creator and the Company as the operator of Producer Space.
The purpose of the Agreement is to establish the legal framework for the Vendor’s distribution of their digital products via the Producer Space site.
This Agreement is intended to protect the interests of Vendor as well as those of the Company. Vendor has been encouraged to examine this Agreement carefully and has been given the opportunity to ask clarifying questions prior to signing.
You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
For the purposes of this Agreement with pertaining appendices, the below terms shall have the following meanings unless otherwise stated or clear from the context:
This Producer Space Vendor Agreement with pertaining appendices.
“Products” or “Product”
Products shall mean Multimedia content (for example – without limitation – digital products such as video footage, audio visual works, photographs, illustrations, music and other audio files, animations, 3D models, motion graphics, VR 360, data files, program templates and other audiovisual and digital media works), in accordance with the Submission Guidelines in force at any time, and distributed via the Producer Space site.
Any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.
Any person, company or other legal entity that will acquire licenses to Products via the Producer Space site.
Content that cannot be extracted from a Product and used as stand-alone content without the use of reverse engineering tools or techniques, and which is not intended to be further distributed outside of the Product that contains the Incorporated Content.
Any person, company or other legal entity who has accepted this Agreement by clicking and who is registered and approved by the Company to distribute Products in accordance with the terms of this Agreement.
“Party” or “Parties”
The Company and/or Vendor
Any party authorized by the Company to provide payment processing services for payments from Customers to the Company or payments made from the Company to Vendors for Products distributed via the Producer Space site.
“Intellectual Property Rights”
All patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights and any other intellectual property rights (registered or unregistered) throughout the world.
“Company” or “Us”
Creative Nevada Limited, a business registered in Scotland with the registered office address: 73 Stirling Business Centre, Wellgreen Place, Stirling, Scotland, FK8 2DZ, United Kingdom. Our company registration number is SC501054 and our VAT registration number is GB200835056.
“Producer Space”, “Marketplace”, “Website” or “Site”
The Producer Space marketplace is operated by the Company, where Vendors and the Company can distribute Products directly to Customers. “Producer Space” is a trading name of Creative Nevada Limited.
“Vendor Exclusivity” or “Exclusivity Status”
When you become a Vendor, you can choose to sell your Products exclusively through the Producer Space website, or have the option of selling them elsewhere. In other words, choosing exclusivity means that the Products you sell via the Producer Space marketplace must be exclusively sold here (and nowhere else). The percentage of revenue you receive from each sale will vary depending on which option you choose. If you change your exclusivity status, the percentage of revenue will be affected accordingly.
3. Accepting this Agreement
This Agreement forms a legally binding contract between Vendor and the Company, in relation to Vendor’s use of the Producer Space site to distribute Products. In order to use the Producer Space site to distribute Products, Vendor must first agree to this Agreement by checking the box indicating Vendor’s acceptance of this Agreement prior to distributing Products on the Producer Space site. Vendor may not distribute Products on the Producer Space site if Vendor does not accept this Agreement.
Any person who enters into this Agreement on behalf of Vendor represents and warrants that they have full legal authority to bind Vendor.
Vendor expressly accepts and agrees that the Company shall be entitled to forward Vendors name, address and other contact details to any third Party that reasonably claims that Vendor does not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Vendor’s Products. Vendor also agrees that the handling of personal data in relationship to the distribution of its assets on the Producer Space site is governed by the Controller.
4. Vendor Registration and Accounts
To be eligible for a Vendor account under this Agreement, you may be an individual, company or other legal entity; but you must not be located, situated, incorporated or resident in our restricted countries list.
You may register for a Vendor account with our website by completing and submitting the Vendor account registration form on our website, and clicking on the verification link in the email that the website will send to you.
By registering as a Vendor you agree to the following additional terms:
- To complete any and all forms we request accurately and honestly
- Provide full, accurate, and complete information upon registration, including your full legal name, address, current email address, and payment and/or bank details, and keep that information up to date at all times.
- Grant us permission to complete an identity check, credit check, and any other checks we deem necessary to verify your identity and determine creditworthiness
- Grant us sole discretion to allow or disallow you to transact with other users, and to impose limits on your weekly transactions
- Not use your own user account to purchase your own Products. Doing so will result in a reversal of earnings and possible termination of your account
- You will honour any explicit promises given to Customers that are not contained in the Vendor Agreement Terms and Conditions
- You will follow all Vendor guidelines provided by us, act in good faith, and provide any assistance and cooperation as we reasonably request
If you register for a Vendor account with our website, you will be asked to choose a user ID, store name and password.
Your user ID and store name must not be liable to mislead and must comply with our content rules and guidelines; you must not use your account, user ID or store name for or in connection with the impersonation of any person.
You must keep your password confidential.
You must notify us in writing immediately if you become aware of any disclosure of your password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
5. Vendor stores and exclusivity
If you register with our website as a Vendor, you will be able to create your own Store on the website subject to being approved by us.
Vendor registrations that are submitted will be individually reviewed within 48 hours following submission.
Without prejudice to our other rights under these terms and conditions, we reserve the right to reject, unpublish and/or delete any Vendor Store that breaches these terms and conditions or that does not meet any additional guidelines for Vendor Stores published on our website.
When you become a Vendor, you can choose to sell your Products exclusively through our website, or have the option of selling them elsewhere. In other words, choosing exclusivity means that the Products you sell via Producer Space must be exclusively sold here (and nowhere else). The percentage of revenue you receive from each sale will vary depending on which option you choose. If you change your exclusivity status, the percentage of revenue will be affected accordingly.
6. Product Submission and Review
When you think you’ve created a Product suitable for our Website, you can submit that Product to us to check the quality, market appropriateness, and whether it contains adequate information for Customers. You can find out more about our Product guidelines, rules, and requirements here. Due to the volume of submissions we receive, we will not necessarily be able to provide constructive feedback, or tell you the reasons your Product was rejected, though we may choose to do so.
When you upload and submit your Product to our website, the Product will enter a “pending” status until they have been manually screened and checked for quality, compliance, and more. Upon completion of this process, you will receive an email stating whether your Product submission was accepted or rejected. If your Product meet our standards and requirements, it will be approved for sale. The Company reserves the right and sole discretion to accept or deny a Product submission for any reason we deem appropriate. Additionally, all Product submissions must comply with our technical, quality, content, and any other criteria and/or requirements as stated on the website Submission Guidelines at the time of your submission. We reserve the right to reject and/or delete any submissions that do not comply with these criteria.
7. Rejected Product Submissions
The Company reserves the right to reject a submission for any reason, including if the Product image(s), demonstration content, marketing materials or the Product itself are not of a high enough standard to be sold on the website. We also reserve the right to remove outbound links, and/or to modify your product descriptions, upsells, images, and/or to delete any material accordingly, at any time, at our sole discretion without notice or liability to the Vendor. An explanation may be emailed to you upon request. The Company makes no guarantee that your Products will be approved for the website, and you accept that we will not be held responsible or accountable for any lost time in the event that a Product is rejected.
8. Modification of Product Pages
The Company reserves the right to make modifications to the appearance or information of your Product page(s) before they are published on the website. Modifications are typically cosmetic, text, or marketing-related in nature. The basic “downloadable product” file(s) will not be modified without your prior consent.
9. Pricing and Payments
This Agreement covers both Products that Vendor chooses to distribute for free and Products for which Vendor charges a fee. All fees for Products distributed via the Producer Space site must be processed by the Payment Processor.
Vendor may set the price for Vendor’s Products in Great British Pounds (GBP). For practical purposes all prices shall be fixed by Vendor at full GBP amounts (For example prices set at 6.99 GBP may not be applied). The website may display to Customers the price of Vendor’s Products in GBP or other currencies that the Company may consider expedient. The company may choose to set different prices in other currencies, and shall not be responsible for the accuracy of the prices set, or for currency and conversion rates.
The prices that Vendor sets for Products or the prices that the Company sets in other currencies than GBP (cf. clause 9.2), whichever is applicable, along with the Vendors exclusivity status will determine the amount of payment Vendor will receive.
Exclusive Vendor’s will receive 60 (sixty) percent of the sales price (less any refunds, charge-back fees, bank fees related to the transfer to the Vendor and less any taxes, levies, affiliate commissions, VAT or the like) will be remitted by the Company to the Vendor. The remaining 40 (thirty) percent will be allotted to and retained by the Company.
Non-Exclusive Vendor’s will receive 50 (fifty) percent of the sales price (less any refunds, charge-back fees, bank fees related to the transfer to the Vendor and less any taxes, levies and sales taxes, affiliate commissions, VAT or the like) will be remitted by the Company to the Vendor. The remaining 50 (thirty) percent will be allotted to and retained by the Company.
We will calculate VAT due and issue such invoices and receipts in accordance with applicable law. The Vendor acknowledges that applicable VAT rates may vary and agrees that the Company may adjust Product prices accordingly. In respect of Customers of digital products that are consumers in the European Union (including the United Kingdom) and buyers falling within any other categories that we notify to you from time to time, we will collect and remit the VAT to the relevant tax authorities as if we were contracting to supply the digital products.
Once a Product has been published the Vendor can change the sales price at any time, although if we determine that the relationship between price and file size would result in an unprofitable Product, we reserve the right to recommend or adjust the sales price accordingly.
Vendor may also choose to distribute Products for free. If the Product is free, the Company shall not be entitled to receive the 40 (thirty) or 50 (fifty) per cent listed in Section 9.3 above. Vendor may not in the future collect charges from Customers for copies of the Products that those Customers previously downloaded for free.
PayPal Accounts Paid Monthly. The parties agree that any balance in favor of Vendor will be calculated by the Company and made available to Vendor via your vendor dashboard. The company will use reasonable efforts to pay Vendor the applicable balance on a monthly basis as long as Vendor provides and maintains a valid PayPal account.
However, any such account balance in favor in of Vendor of less than 50 GBP at the end of a monthly period will not be paid and carried forward to the following calendar month.
Monthly payouts will be sent on the 15th of each month for the previous calendar month, to allow sufficient time in accordance with our Customer refund policy.
Wire Payments Paid Quarterly. If Vendor fails to provide a valid PayPal account, the Company will pay balances above 250 GBP to Vendor on a quarterly basis by wire payment, less applicable bank fees. However, any such account balance in favor of the Vendor of less than 250 GBP at the end of a calendar quarter will not be paid. Instead, such balance below 250 GBP will be carried forward to the following calendar quarter. In the event that the balance for a period of eight consecutive calendar quarters remains below 250 GBP, then the Company will pay such balance to Vendor, less any bank fees related to the transfer to the Vendor. The current applicable bank fees for wire payments are set forth in the Payout Guidelines.
If we are required by applicable law to make any withholding tax deductions to payments made by the Company to a Vendor or processed by us on behalf of a Vendor under these terms and conditions, we shall remit those deductions to the relevant government or taxation authorities. The company shall provide written evidence of any such tax payments to the Vendor. The Vendor must reimburse us in respect of such tax payments and, without prejudice to our other rights under these terms and conditions, the Company may deduct an amount equal to any such tax payments from payments due to the Vendor under these terms and conditions.
Promptly following receipt of a written request from the Company, you must supply to us any information and documentation that we may reasonably request in order to identify you, the Vendor, or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us under or in relation to these terms and conditions. The Company may supply such information and/or documentation to relevant government and taxation authorities.
We will continue to hold your earnings if we are not able to pay your earnings to you for whatever reason, including (but not limited to) the following reasons:
- We do not have the correct payment details
- We are unable to contact you using the contact details that you have provided
- You have not made a request for payment
- You are asking for payment to be made to a person, an institution, or a country that we’re legally prohibited from making payments to, or where there are limitations in the banking systems.
If we make an overpayment of earnings or other compensation to you for any reason, we reserve the right to deduct the amount of such overpayment from your accrued earnings, or to demand the immediate repayment of such overpaid earnings or other compensation.
In the event that a chargeback or refund of a payment received or accrued from a third party is required, the Company is specifically authorized to deduct the Vendor’s share of this overpayment from any subsequent amount due.
The Company or its Payment Processor(s) reserves the right to delay or withhold payments to your account, suspend your account, or increase our processing fees if we determine that your account has been involved in, or liable to be involved in, now or in the future, an unusual number of reversals or chargebacks, or if we determine that your account has been used in a way which violates these terms.
If we decide that a Product of yours does not comply with an applicable law or any of our rules or guidelines, including the Vendor Agreement Terms and Conditions, we can at our discretion disable the Product or your account.
We may also hold any earnings on that Product for up to two years, and may release those held earnings during that period if we are satisfied that any dispute or issue with your Product has been resolved.
Vendor is solely responsible for payment of any taxes, levies, sales taxes and VAT or the like on any payments it receives from the Company regardless of which taxing jurisdiction that has the authority to collect such taxes, levies and VAT or the like.
Payment processing services provided by PayPal are subject to the PayPal Acceptable Use Policy. By agreeing to these terms or continuing to operate as a Vendor on our website, you agree to be bound by the PayPal Acceptable Use Policy, and accept that they may be modified by PayPal from time to time. As a condition of enabling payment processing services through PayPal, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by PayPal.
Payment processing services provided by Stripe are subject to the Stripe Services Agreement. By agreeing to these terms or continuing to operate as a Vendor on our website, you agree to be bound by the Stripe Services Agreement, and accept that they may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by PayPal.
10. Special Refund Requirements
The Payment Processor’s standard terms and conditions regarding refunds will apply except the following terms apply to Vendor’s distribution of Products on the Producer Space site:
Products that can be previewed by the Customer (such as static pictures): No refund is required or allowed other than Products that violate this Agreement or are taken down pursuant to this Agreement.
Products that cannot be previewed by the Customer (such as software): Vendor authorizes the Company to give the Customer a full refund of the Products price if the Customer requests the refund within 2 (two) weeks after purchase.
In the event that a Customer returns any Product and/or receives a refund, all license rights granted herein terminate and under the EULA and the Customer will be instructed to immediately destroy any and all copies contained on any type of media under the control or possession of the Customer.
As a vendor you agree to make every effort to ensure that Products are accurately represented and technical specifications are properly listed, and it is therefore the responsibility of the Customer to understand their own system configurations, software, settings, plugins, and Product specifications. Thus, we do not issue refunds for compatibility problems. Furthermore, there is generally no obligation to issue a refund or credit for any of the following reasons:
- The customer no longer want a Product or have changed your mind about a Product
- The customer purchased the Product by mistake , with the exception of accidental duplicate orders
- The customer does not have sufficient expertise to use the Product
- The customer requests a gesture of goodwill
A refund may be considered the Company in the following situations:
- The Product description, technical specifications, previews, screenshots, videos, or the like do not accurately reflect the Product (Product is “not as described”)
- There is a bug or malfunction in the Product that prevents you from using it as advertised
11. Vendor Support
Vendor will be solely responsible for support and maintenance of Vendor’s Products and any complaints about Vendor’s Products. Vendor’s contact information will be displayed in each Product detail page and made available to Customers for customer support purposes.
Failure to provide adequate support for Vendor’s Products may result in low Product ratings, less prominent Product exposure, low sales and billing disputes. In the event of disputes for Products sold for less than 50 GBP, the Company may at Vendor’s expense decide that the full purchase price shall be refunded to the Customer and charged back in full to the Vendor, in addition to any handling fees charged by the Payment Processor. Charge-back requests for Products sold at 50 GBP or more will be handled in accordance with the Payment Processor’s standard policy.
12 Reinstalls and Re-Downloads
Vendor acknowledges and agrees that Customers that have licensed a Product will have the ability to access and download the Product for as long as the Product is available on the Producer Space site. Customer’s use of the Product shall remain subject to the EULA.
Vendors of free Products may request and accept indirect donations for their work, provided that the following conditions are complied with:
Donations shall be handled via the Vendor’s own payment transaction system on their own website.
Vendor’s free Products may not have a special enhanced version of this Product which Vendor markets outside of the Producer Space site (and thus circumventing the payment in favor of the Company, as specified in 9.3 above.
Products themselves may not explicitly mention, prompt or request donations when embedded in a Product file or resource.
Donation requests shall be mentioned by use of the text: “donations accepted” on the Product page/description itself.
14. Use of the Producer Space site by Vendor
Except for the license rights granted by Vendor in Section 21 below, the Company agrees that it obtains no right, title or interest from Vendor (or Vendor’s licensors) under this Agreement in or to any Product supplied by Vendor, including any intellectual property rights which subsist in those Products.
Vendor agrees to use the website only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).
Vendor agrees to keep a backup copy of each digital product that the Vendor uploads to or makes available through our website. We do not provide a backup service and will not be liable to any Vendor in respect of any loss or damage arising out of the loss or corruption of any digital product file.
Vendor agrees that Vendor will protect the privacy and legal rights of Customers.
If the Customers provide Vendor with, or Vendor’s Products access or use, Customer names, passwords, or other login information or personal information, Vendor must make the Customers aware that the information will be available to Vendor, and Vendor must provide a legally adequate privacy notice and protection for those Customers. Further, Vendor may only use that information for the limited purposes for which the Customer has given Vendor permission to do so. If Vendor’s Products store personal or sensitive information provided by Customers, it must do so securely and only for as long as it is needed and in full compliance with any applicable law regarding Vendor’s access or use of such information. But if the Customer has opted into a separate agreement with Vendor that allows Vendor or Vendor’s Product to store or use personal or sensitive information directly related to Vendor’s Product then the terms of that separate agreement and any applicable privacy laws will govern Vendor’s use of such information.
15. Prohibited Actions
Vendor agrees that Vendor will not engage in any activity with the Producer Space site, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to Customers, the Company, Payment Processor(s), Vendors or any network operator.
Vendor may not use customer information that Vendor has obtained from the Producer Space site or Customers acquired via the site to sell or distribute Products outside of the Producer Space site.
Vendor may not use the Producer Space site to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the website.
Vendor agrees that Vendor is solely responsible for (and that the Company has no responsibility to Vendor or to any third party for) any Products Vendor distributes through the Producer Space site and for the consequences of Vendor’s actions (including any loss or damage which the Company may suffer) by doing so.
Vendor agrees that Vendor is solely responsible for (and that the Company has no responsibility to Vendor or to any third party for) any breach of Vendor’s obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which the Company or any third party may suffer) of any such breach.
You must keep your password confidential.
You must notify us in writing immediately if you become aware of any disclosure of your password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
18. Product Ratings
The Producer Space site will allow Customers to rate Products. Only Customers who download the applicable Product will be able to rate it. Product ratings will be used to determine the placement of Products on the Producer Space site with higher rated Products generally given better placement, subject to the Company’s ability to change placement at the Company’s sole discretion. The Company reserves the right to display Products to Customers in a manner that will be determined at the Company’s sole discretion.
Vendor’s Products may be subject to ratings to which Vendor may not agree. In addition other factors that the Company deems relevant such as (but not limited to) commthe Company ratings and Vendor’s history may influence such ratings. Vendor may contact the Company if Vendor has any questions or concerns regarding such ratings.
19. Marketing Vendor’s Products
Vendor will be responsible for uploading Vendor’s Products to the Producer Space site, providing required Product information to Customers, and accurately disclosing the security permissions necessary for the Product to function on Customer’s equipment. Products that are not properly uploaded will not be published in the Producer Space site.
In addition, Vendor will be responsible for updating the Products with new versions on the Producer Space platform.
You have made all reasonable efforts to provide any and all information necessary to enable the effective marketing of the Product(s) on the Producer Space site, and that this information is accurate, complete, is not misleading in all material respects, and does not include any false, misleading, or inapplicable metadata intended to or which has the effect of “doping” or improperly altering search results that would otherwise be applicable to such Product(s), and that if at any point after submission of your Product(s) you learn of anything to the contrary, you will promptly update the Product Information/description provided to us.
20. Restricted Content
Vendor shall not distribute via the Producer Space site any Product, including a software development kit, that enables the delivery of services.
Vendor agrees that it will not upload, post or otherwise transmit via the Producer Space site any Asset or other content, which is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to the Company or Producer Space site or Customers. In addition any Product that Vendor distributes on the Producer Space site must adhere to the Producer Space site Guidelines in force at any time, provided that in case of conflict between such Guidelines and this Agreement, this Agreement shall govern. While the Company does not undertake any legal obligation to monitor the Products or their content, the Company reserves the right to do so, and if the Company is notified by Vendor or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof that Vendor has uploaded to the Producer Space site does not adhere to the Producer Space site Guidelines in force at any time, then the Company shall be entitled to demand that Vendor edits and makes such other changes in the Product, including – but not limited to – changes in materials and descriptions that form part of the Product, for example with a view to adapt the Product to the design of the Producer Space site and to avoid any defects in relation to the design of the Producer Space site. Finally the Company shall itself be entitled to edit and make such changes in the Product. In addition Products may be withdrawn from the Producer Space site at any time without prior notice at the Company’s sole discretion.
Vendor represents and warrants that images and text that are intended to market the Products that Vendor has uploaded to Producer Space site are truthful, accurate and does not misrepresent the Product, for example – without limitation – by way of screenshots, preview videos, demonstration media/content that do not match the content of the Product.
All demos must exhibit the true nature of the Product and also be as informative as possible.
Vendor represents and warrants that its Products shall not contain any software licensed under the GNU General Public License or GNU Limited (Lesser) General Public License, or any other license with terms that include a requirement to extend such license to any modification or combined work and provide for the distribution of the combined or modified product’s source code upon demand so that Customer content becomes subject to the terms of such open source license; or (ii) any software that is a modification or derivative of any software licensed under the GNU General Public License, Limited (Lesser) Public License, or license with terms similar thereto so that Customer content become subject to the terms of such open source license.
You must not use our website to advertise, buy, sell or supply services or physical products.
You will not upload a Product that includes a recognisable private location unless you have a signed location release by an authorised person granting permission to use an image of the location
You will not upload a Product that uses government or military property, including seals and insignias
You will not upload and attempt to resell any Product that you have purchased on Graphic Foundry or any other site, including Products that you’ve altered, decompiled, or otherwise reconstructed from another Product (even if that product is your own).
You will not upload any Product that is based on another Product or is too similar to another Product for sale on Producer Space or any other website.
You will not upload any Product that is based on a tutorial, even if the tutorial creator has granted a licence for use. Graphic Foundry explicitly does not allow tutorial recreations.
You will not take any action with respect to YouTube or any other networks that allow for the “claiming” or “monetization of content” that would interfere with the ability of Customers to monetize or collect revenue from such networks with respect to their Works for Distribution.
If your Product contains or depicts any recognizable name, voice, person, image, trademark, trade dress, brand name, logo, copyrighted audio, design, art, architecture, or other works (collectively known as “Third Party IP”), you have obtained and will retain in your possession any necessary and applicable model releases, property releases, or similar from the correct person, legal guardian (in the case that the person depicted is under 18), and/or true owner of the Third Party IP, that these releases were signed by the correct parties to the best of your knowledge, and that you will promptly provide these releases on request by us or the Customer.
You will electronically deliver any model releases to Producer Space with the uploaded Product. If these model releases are falsified, inaccurate, or otherwise defective, if is explicitly considered a material breach of this Agreement and can result in the immediate termination of your account without prior notice. Model releases submitted by you shall not contain any terms inconsistent with or contrary to this Agreement or any part of Producer Space Terms of Service.
21. License Grants
Vendor grants to the Company a nonexclusive, worldwide, and royalty-free license to: copy, perform, distribute, modify, display, and use the Products for administrative and demonstration purposes in connection with the operation and marketing of the Producer Space site and the Company’s other products.
Except for the payment of the 60 (seventy) or 50 (fifty) per cent listed and dependent on vendor exclusivity status in 9.2 above Vendor grants to the Company a non-exclusive, and royalty-free license to distribute the Products from the Producer Space site.
The company may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as the Company. After termination of this Agreement, the Company will not distribute Vendor’s Products to Customers that have not previously licensed Vendor’s Products, but may retain and use copies of the Products in order for the Company to be able to fulfil any obligations towards Customers that will survive the removal of a Product from the Producer Space site (for example reinstalls cf. clause 12).
Vendor grants to the Company a non-exclusive, worldwide license to any Product that Vendor uploads to the Producer Space site in any medium now known or hereinafter invented to: (a) reproduce, license, and distribute Vendor’s Products on Vendor’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Products and the contents thereof for the purpose of demonstrating or promoting Vendor’s Products or those of the Producer Space site; (c) use any trademarks, service marks or trade names incorporated in Vendor’s Asset in connection with Vendor material; and (d) use the name and likeness of any individuals represented in Vendor’s Product only in connection with Vendor’s material.
Vendor agrees that, pursuant to the EULA, it will grant to the Customer who acquires an Product submitted by the Vendor, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit the Product for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Product; and (c) use the name and likeness of any individuals represented in the Product.
All Products that Customers purchase from the Producer Space site shall be subject to the Company’s standard EULA attached as Appendix 1, unless otherwise agreed by the parties in writing.
Vendor hereby acknowledges that the applicable EULA for each of the Products is solely between Vendor and the Customer, and the Company shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Vendor or any Customer of any of the terms and conditions of any EULA.
Vendor represents and warrants that Vendor has all intellectual property rights necessary for Vendor to grant the Company the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Vendor’s Products. If Vendor uses third-party materials, Vendor represents and warrants that Vendor has the right to distribute the third-party material in the Products. Vendor agrees that Vendor will not submit material to Producer Space site that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless Vendor is the owner of such rights or has permission from the rightful owner to submit the material.
22. Brand Features and Publicity
Each Party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither Party grants, nor shall the other Party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other Party.
Subject to the terms and conditions of this Agreement, Vendor grants to the Company and its affiliates a limited, non-exclusive license during the term of this Agreement to display Vendor’s Brand Features, submitted by Vendor to the Company, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Vendor’s Products through the Producer Space site, or to otherwise fulfil its obligations under this Agreement.
If Vendor discontinues the distribution of specific Products on the Producer Space site, the Company will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Products’ Brand Features, except as necessary to allow the Company to effectuate Section 12.
Nothing in this Agreement gives Vendor a right to use any of the Company’s Brand Features.
In addition to the license granted in Sections 22.1 and 22.3 above, for purposes of marketing the presence, distribution and sale of the Vendor’s Product in the Producer Space site, the Company and its affiliates may include Vendor’s Brand Features, submitted by Vendor to the Company:
(i) within the Producer Space site and in any company-owned online or mobile properties;
(ii) in online or mobile communications outside the Producer Space site when mentioned along with other Products from the Producer Space site;
(iii) when making announcements of the availability of the Product online or on mobile devices;
(iv) in presentations; and
(v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Product websites, including the Producer Space site).
If Vendor discontinues the distribution of specific Products on the Producer Space site, the Company will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Products’ Brand Features for such marketing purposes.
24. Product Takedowns
24.1 Vendor’s Takedowns
Vendor may remove Vendor’s Products from future distribution via the Producer Space site at any time, but Vendor must comply with this Agreement and the Payment Processor’s terms of service for any Products distributed through the Producer Space site, including but not limited to refund requirements. Removing Vendor’s Products from future distribution via the Producer Space site does not (a) affect the license rights of Customers who have previously purchased or downloaded Vendor’s Products, (b) remove Vendor’s Products from Customers’ equipment or from any part of the Producer Space site where previously purchased or downloaded Products are stored on behalf of Customers, or (c) change Vendor’s obligation to deliver or support Products or services that have been previously purchased or downloaded by Customers. Notwithstanding the foregoing, in no event will the Company maintain on any portion of the Producer Space site (including, without limitation, the part of the Producer Space site where previously purchased or downloaded Products are stored on behalf of Customers) any Product that Vendor has removed from the Producer Space site and provided written notice to the Company that such removal was due to
(i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party’s right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable law.
If Vendor removes a Product from the Producer Space site pursuant to clauses (i), (ii), (iii) or (iv) of Section 24.1.1, and a Customer purchased such Product within a year before the date of takedown, at the Company’s request, Vendor must refund to the affected Customer all amounts paid by such Customer for such affected Product, including the 40 (thirty) or 50 (fifty) per cent, dependent on Vendor exclusivity status that the Company has received, cf. Section 9.3 above. Alternatively, the Company may elect to deduct and withhold such refund amount from any current Customer balance.
24.2 the Company Takedowns
While the Company does not undertake any legal obligation to monitor the Products or their content, the Company reserves the right to do so, and, if the Company is notified by Vendor or otherwise becomes aware and determines in its sole discretion that an Product or any portion thereof or Vendor’s Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates the Company’s hosting policies or other terms of service as may be updated by the Company from time to time in its sole discretion; (d) is being distributed by Vendor improperly; (e) may create liability for the Company; (f) is deemed by the Company to have a virus or is deemed to be malware, spyware or have an adverse impact on the Company; (g) violates the terms of this Agreement or the Product Store Guidelines; or (h) the display of the Product is impacting the integrity of the Company servers (i.e., Customers are unable to access such content or otherwise experience difficulty), the Company may demand that Vendor fixes the Product. In addition the Company shall itself be entitled to edit and make changes in the Product. Finally the Company shall be entitled to remove the Product from the Producer Space site immediately, or reclassify the Product at its sole discretion and without any liability. the Company reserves the right to suspend and/or bar any Vendor from the Producer Space site at its sole discretion.
In the event that Vendor’s Products are removed by the Company because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party’s right of publicity or privacy, or does not comply with applicable law, and a Customer purchased such Product within a year before the date of takedown: (i) Vendor must refund to the Company, a sum corresponding to the full purchase price that the Customer has paid for the Asset in question and the Company will then repay the full price to the Customer, and (ii) the Company may, at its sole discretion, withhold from Vendor’s future sales the amount in subsection (i) immediately above.
In addition to the reasons specified in Section 24.2.1 the Company may remove Products from the Producer Space site at the Company’s sole discretion after providing 30 days’ notice.
We will make reasonable efforts to resolve any of these issues in good time, ensuring that the Vendor or Product is properly reinstated if it is determined that a genuine error was made. However, if you are a Vendor and your account is disabled for any of these reasons, we reserve the right to withhold all amounts that you may have earned from the sale of Products and/or EULA’s in respect to the relevant Product until any dispute in relation to the Product has been resolved to our satisfaction.
In the interest of maintaining a current and profitable Marketplace that meets the latest technical standards and market trends, we reserve the right to remove a Vendor or Product at any time, at our sole discretion, if we deem the Vendor or Product no longer suitable for the Producer Space site, or if there is a lack of sales activity. If this happens to you, know that we aim to address these situations as constructively as possible and aim to give you notice before your account or Product is removed, but this is not always possible and is not guaranteed. The company assumes no liability for any losses incurred as a result of a Vendor or Product being removed and its decision is final.
Products that have not recorded at least one sale in the last six months may be deactivated. Products that have been deactivated for more than six months can no longer be edited.
You may ask us to remove a Product from sale to new Customers at any time, however we reserve the right to continue to make it available for re-download to users who have already purchased it, unless we decide to remove it due to an intellectual property dispute.
25. Vendor’s Upgrades of Products
Vendor agrees that Vendor will, at no cost to Customers and the Company, supply via the Producer Space site any upgrades or otherwise updated versions of all Products that a Customer has acquired from the Producer Space site. For the avoidance of doubt, this does also apply to any Product that has been distributed for free via the Producer Space site.
26. Privacy, Information and Confidentiality
In order to continually innovate and improve the Producer Space site, the Company may collect certain usage statistics from the Producer Space site, including but not limited to, information on how the Producer Space site is being used.
Vendor agrees to receive regular email communications from the Company regarding the Producer Space site.
27. Terminating this Agreement
This Agreement will continue to apply until terminated by either Vendor or the Company as set out below.
Vendor may terminate this Agreement by ceasing use of the Producer Space site and removing any Products from the Producer Space site.
the Company may at any time, terminate this Agreement if: (A) Vendor breaches the Agreement; (B) the Company is required to do so by law; or (C) the Company decides to no longer provide the Producer Space site.
Upon termination, all of the legal rights, obligations and liabilities that Vendor and the Company have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation.
Either party may terminate this Agreement at any time by providing notice to the other party.
28. Disclaimer of Warranties
VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT VENDOR’S USE OF THE WEBSITE IS AT VENDOR’S SOLE RISK AND THAT THE COMPANY SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
VENDOR’S USE OF THE COMPANY WEBSITE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COMPANY WEBSITE IS AT VENDOR’S OWN DISCRETION AND RISK AND VENDOR IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO VENDOR’S COMPUTER SYSTEM OR OTHER EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT THE COMPANY IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF VENDORS PRODUCTS OUTSIDE THE COMPANY WEBSITE INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF ASSETS FROM PIRATE WEB SITES OR THE LIKE. THE COMPANY EXPRESSLY DISCLAIMS ANY SUCH LIABILITY.
THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
29. Limitation of Liability
VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT THE COMPANY AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO VENDOR BY THE COMPANY IN THE PAST SIX MONTHS FOR THE PRODUCTS RELATING TO THE DISPUTE. IN NO EVENT WILL THE COMPANY OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PRODUCER PLACE MARKETPLACE OR ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED FROM THE WEBSITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
To the maximum extent permitted by law, Vendor agrees to defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, employees and agents, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Vendor’s use of the Producer Space site in violation of this Agreement, (b) Vendor’s Products that infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defame any person or violate their rights of publicity or privacy or (c) Vendor’s delivery of any services to Customers.
To the maximum extent permitted by law, Vendor agrees to defend, indemnify and hold harmless the applicable Payment Processors (which may include the Company and/or third parties) and the Payment Processors’ affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Vendor’s distribution of Products distributed via the Producer Space site.
31. Changes to the Agreement
The Company may make changes to this Agreement at any time by posting a revised Agreement in Producer Space site.
32. General Legal Terms
This Agreement constitutes the whole legal agreement between Vendor and the Company and governs Vendor’s use of the Producer Space site, and completely replaces any prior agreements between Vendor and the Company in relation to the Producer Space site.
Vendor agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
Vendor acknowledges and agrees that each member of the group of companies to which the Company belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
EXPORT RESTRICTIONS. ASSETS ON THE ASSET STORE MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. VENDOR MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO VENDOR’S DISTRIBUTION OR USE OF ASSETS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS AND CUSTOMERS.
The rights granted in this Agreement may not be assigned or transferred by Vendor without the prior written approval of the Company and Vendor shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of the Company. The rights granted in this Agreement may be assigned or transferred by the Company without Vendor’s prior approval. In addition the Company shall be permitted to delegate its responsibilities or obligations under this Agreement without Vendor’s approval.
This Agreement, and Vendor’s relationship with the Company under this Agreement, shall be governed by the laws of Scotland without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Scottish Arbitration Centre in accordance with the rules of simplified arbitration procedure adopted by The Scottish Arbitration Centre and in force at the time when such proceedings are commenced. Notwithstanding this, Vendor agrees that the Company shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
The obligations in Sections 21, 22.1 (solely as necessary to permit the Company to effectuate Section 12), 24, 28, 29, 30, and 32 will survive any expiration or termination of this Agreement.
APPENDIX 1 – PRODUCER SPACE MARKETPLACE END USER LICENSE AGREEMENT
1. Parties to the Agreement/ The Subject Matter of the Agreement:
This Producer Space site End User License Agreement (hereinafter referred to as “EULA”) is a non-exclusive, legally binding end user license agreement between any individual or a single entity (“END-USER”) that acquires a Product from the Producer Space website and either (i) Creative Nevada Limited (SC501054), 73 Stirling Business Centre, Wellgreen Place, Stirling, Scotland, FK8 2DZ, United Kingdom (“Licensor” or “the Company”), or as the case may be (ii) any third party (“Vendor”) that distributes its Products from the Producer Space website. Consequently, this EULA shall apply regardless of whether a purchased Product is produced by the Company or by a Vendor (“Licensor”). This EULA is therefore a non-exclusive, legally binding end user license agreement as the case may be between either (i) the Company and END-User (in which case the term “Licensor” shall refer to the Company), or (ii) Vendor and End User (in which case the term “Licensor” shall refer to Vendor).
By installing, copying, accessing, downloading or otherwise using the Products, End User agrees to be bound the provisions of this EULA. All definitions of the Terms shall also apply in this EULA unless the context clearly provides for a different understanding.
The subject matter of this EULA is the licensing to END-USER of any Asset acquired by End User from the Producer Space site. The Products are licensed, not sold.
END USER hereby acknowledges that in the event it acquires an Product which in the Producer Space website is marked as a Product which is distributed by Vendor (as opposed to the Company), then Vendor shall be considered as Licensor of such Product and, consequently, only Vendor (as opposed to the Company) shall be responsible for any liability whatsoever under, any EULA or any breach by Vendor, including (without limitation) liability for infringement of any intellectual property rights, irrespective of the fact that payment takes place to the Company.
2. END-USER’s Rights and Obligations
END-USER may use the licensed Products only for their intended purpose.
Licensor grants to the END-USER a non-exclusive, worldwide, and perpetual license to the Product in accordance with the following terms and conditions:
End Products must be significantly different than the original Product and require time, effort, and skill to produce. End Products must not be used or sold in a way that is directly competitive with the original Product you purchased. End Products must not redistribute the original Product to any third parties in a manner that allows for the extraction of the original Product contents and/or files.
You may not register as a trademark the Product or the end product incorporating the Product – not even logos. If you use the Product to create a logo for yourself or a client, keep in mind that third parties can use the Product too, even in another logo.
You may not use any Product if that use could result in a third party’s claim that it acquired rights in the Item that are contrary to this license. Upon the Licensors request, you shall immediately remove the Item from any unauthorized location or use, including an unauthorized social media platform or website.
For the following categories, special terms apply:
Installable Items (Fonts and Add-Ons):
Here, an End Product must be a unique implementation of the Product. For example, you may purchase a font and use it to make a unique poster, or purchase and use a brush to create an illustration, but you must not redistribute the original Product files in any way.
Templates and Themes:
Here, an End Product must be a unique implementation of the Product, often requiring limited copy and content changes. For example, if you purchase a resume template, you may use the Item for yourself or a client after having input personal information (you may not resell it as stock).
“Soundware” refers to any audio samples, audio files, presets, MIDI files, project files, and/or templates provided for usage by music producers, studio/recording engineers and the like.
All soundware is provided royalty free. You may use soundware Product content within your compositions for both commercial and non-commercial use. This usage may occur without any additional monies being paid in so called ‘royalties’ or license fees to Licensor or any third parties.
Use of soundware in isolation such as, but not limited to video game soundtracks, gaming machines, and mobile phone applications is not permitted. Our soundware files may not be used both individually and/or in combination with other files to produce and fill sample packs, sample instruments, MIDI packs, or templates released by competing companies.
You may use the soundware files in compositions such as: demos, songs, albums, records, remixes, commercials, jingles, post productions, commissioned pieces, soundtracks for film, theatre, and musicals, as well as production music libraries, TV, and live performances.
Any demonstration files are provided as “demos” only and they are not licensed to you. The demonstration files may not be sold, released, signed to any label, or re-created in their current state.
END-USER may otherwise not reproduce, distribute, sublicense, rent, lease or lend the Products. It is emphasized that the END-USERS shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Products in any other way than as integrated components of electronic games and interactive media. Without limitation of the foregoing it is emphasized that END-USER shall not be entitled to share the costs related to purchasing an Asset and then let any third party that has contributed to such purchase use such Asset (forum pooling).
Some components of Products (whether developed by the Company or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the applicable EULA and any such open source licenses, the open source software licenses shall prevail with respect to those components.
With respect to any the Company licensed Products, no modification or use of those Products shall: (i) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) promote violence or actions that are threatening to any other person; or (vii) promote illegal or harmful activities or substances.
In this EULA, “Restricted Product” means any Product licensed hereunder that is designated (on prior written approval from the Company) as a “Restricted Product” in any materials accompanying the Product.
3. Licensor’s Rights and Obligations
Licensor shall render support services to END-USER only in the event a special agreement to this effect has been entered into.
Without prejudice to any other rights, Licensor may terminate this EULA if END-USER fails to comply with the terms and conditions of this EULA and the Terms.
END-USER may terminate END-USER’s license at any time.
In the event that the Company at its discretion or as a result of a decision made by any competent court or authority makes a refund to END-USER of the fees paid for any Asset, then this EULA shall terminate for such Asset.
In the event of termination of this EULA, all license rights granted herein terminate and END-USER shall immediately destroy any and all copies of the Products contained on any type of media under the control of END-USER and confirm such destruction in writing to LICENSOR.
5. Duplication Rights/Back Up Copy
END-USER may not make copies of the Products, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law. In addition Licensor acknowledges that copies of the Products may be made when the Products have been integrated as parts of electronic games and interactive media, cf. Section 2.3 above.
After installation of one copy of the Asset pursuant to this EULA, END USER may keep the original copy of the Asset solely for back up or archival purposes.
6. Reverse Engineering, Decompilation, and Disassembly
Except for Services SDKs, END USER may modify Products. END USER shall not reverse engineer, decompile, or disassemble Services SDKs, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable
This EULA does not grant END-USER any rights in connection with any trademarks or service marks of Licensor, Vendor or Licensor’s other suppliers.
8. Upgrades and Support
Products identified as upgrades replace and/or supplement the licensed Products.
Licensor may at its own discretion from time to time provide upgrades of the Products to END USER without requesting further payment. Irrespective hereof END-USER is only entitled to licenses to upgrades if END-USER has entered into an Upgrade Agreement with Licensor. END-USER may use the upgraded Products only in accordance with the terms of this EULA.
END-USER is only entitled to support if END-USER has entered into a Support Agreement with Licensor.
The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
All title and intellectual property rights in and to the Products (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, tutorials, and “applets” incorporated into the Products), the accompanying printed materials, and any copies of the Products are owned by Licensor. All rights not expressly granted are reserved by Licensor. For greater certainty and without limitation of the foregoing, use of Products, whether modified as permitted hereunder or unmodified, is limited to use as expressly provided in this EULA.
10. Disclaimer of Warranties
END-USER UNDERSTANDS AND ACCEPTS THAT PRIOR TO PLACING ANY PRODUCT ON THE COMPANY, THE COMPANY DOES NOT UNDERTAKE ANY LEGAL OBLIGATION TO MONITOR, PRE-SCREEN, REVIEW, FLAG, FILTER, MODIFY, REFUSE OR REMOVE ANY ASSET OR THEIR CONTENT FROM THE COMPANY WEBSITE. CONSEQUENTLY, END-USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE ASSETS IS AT END-USER’S SOLE RISK AND THAT THE ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO END-USER THAT:
(A) END-USER’S USE OF THE ASSETS WILL MEET END-USER’S REQUIREMENTS,
(B) END-USER’S USE OF THE ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY END-USER AS A RESULT OF END-USER’S USE OF THE ASSETS WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO END-USER AS PART OF THE ASSETS WILL BE CORRECTED.
END-USER’S USE OF ANY ASSETS IS AT END-USER’S OWN DISCRETION AND RISK AND END-USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO END-USER’S COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS.
NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE ASSETS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
11. Limitation of Liability
LICENSOR AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY TO END-USER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO END-USER BY END-USER IN THE PAST SIX MONTHS FOR THE ASSETS RELATING TO THE DISPUTE. IN NO EVENT WILL LICENSOR OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO END-USER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WEBSITE OR ANY ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE COMPANY WEBSITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
END-USER EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO END-USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY END-USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY END-USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN END-USER AND LICENSOR OR ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE PRODUCT OR ON THE COMPANY WEBSITE;
(II) ANY CHANGES WHICH LICENSOR MAY MAKE TO THE ASSETS OR ON THE PRODUCER SPACE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PRODUCER SPACE WEBSITE OR THE PRODUCTS (OR ANY FEATURES WITHIN THE PRODUCTS);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH END-USER’S USE OF THE PRODUCTS;
(IV) END-USER’S FAILURE TO PROVIDE THE COMPANY WITH ACCURATE ACCOUNT INFORMATION;
NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR LICENSOR, ITS SUBSIDIARIES OR AFFILIATES FOR: (I) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.
12. Export Restrictions
Products available on the Producer Space site may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Products
(“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Products to any country to which a license is required under the Export Laws without first obtaining a license.
13.Venue and Applicable Law
This EULA and END-USER’s relationship with Licensor under this EULA, shall be governed by the laws of Scotland without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Scottish Arbitration Centre in accordance with the rules of simplified arbitration procedure adopted by The Scottish Arbitration Centre and in force at the time when such proceedings are commenced. Notwithstanding this, Vendor agrees that Licensor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.