NON-EXLUSIVE CONTENT SUPPLY AGREEMENT

This Agreement governs the terms by which you provide Content to the users of C4Dexchange web site.

1. Definitions

"Site" refers to C4Dexchange.com web site.
"Operator" or "we" refers to Digital Media s.r.o., operator of C4Dexchange.com web site.
"Content" refers to any material uploaded to C4Dexchange.com including (but mot limited to) 3D models, 3D scenes, textures, materials, plug-ins, XPresso setups, scenes, tutorials, images, text and software.
"End-user" refers to person or business who downloads and uses Content from C4Dechange.com
"Supplier" or "you" refers to the person or business who uploads Content to C4Dexchange.com
"Service" refers to license, download or upload to or from C4Dexchage.com or any other partner website.
„Rate" refers to portion of fees collected from end-users, who purchase Supplier's content.

2. Terms

This is a legal agreement between you, who intends to upload Content onto the Site, and Digital Media s.r.o., Operator of the C4Dexchange web site. You grant Digital Media s.r.o. non-exclusive rights to distribute your Content worldwide via C4Dexchange Site. Your Content will be provided to End-users under our standard End User Licence Agreement.

3. Intelectual property

You warrant that:

a) you have the legal authority to enter into this Agreement and that you are the exclusive and sole owner of the Content you are uploading and publishing to the Site

b) you own all proprietary rights (including copyright) to the Content.

c) your content is free of viruses or any other code that could possibly harm or otherwise damage the Site, Content or any Hardware or Software where the Content is used

d) the Content does not infringes any copyright, trademark or other proprietary rights of any third party

e) the description of the Content published by you will be complete and will not contain any false or misleading information

You as a Supplier retain all rights, including copyright, to the Content uploaded by you. No copyright is transferred or granted in any way to Digital Media s.r.o. or any third party except as provided in this Agreement and any license agreements, which we are authorized to enter into on your behalf.
Any Content you upload to the Website shall be deemed to be provided on a nonconfidential basis.

4. Grant of Authority

You appoint Digital Media s.r.o. as your non-exclusive worldwide distributor to sell or license your Content to third parties via C4Dexchange.com site and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Content, you grant Digital Media s.r.o.:

a) The right to grant world-wide, non-exclusive and non-transferable, perpetual, licenses or sub-licenses to end-users in accordance with the terms of the End User License Agreement a copy of which can be found here and the Supplier hereby acknowledges having reviewed and approved.

b) The right to show, distribute, redistribute, licence or publicly perform or display Content to prospective licensees through the Site.

5. Royalty payments

Digital Media agrees to pay Supplier a portion of the fees collected from end-users, who purchase Supplier's content. The exact portion of fees ("Rate") being paid to Suppliers is set in Appendix A to this Agreement and it may be modified from time to time. Parties acknowledge that the Rate may differentiate among various Content and / or Suppliers. The Rate is subject to change in the sole discretion of Digital Media. If the Rate should change, Digital Media will inform all affected Suppliers via email. If at any time the Rate is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.

Digital Media will endeavor to make payment of fees in respect of purchased Content on a monthly basis on or about the 15th day of the following month, when such fees including chargebacks aggregated a minimum of US$100.  If the total amount of collected fees does not reach this minimum, it will be retained until they exceed such minimum.

In all cases, payment of fees to the Supplier will be net of:

  • fees for products, returned by end-users to Digital Media s.r.o. if Supplier published incomplete or corrupted file or when the product information was false or misleading.
  • fees for products purchased by end-users using fraudulent credit card transactions, reported to Digital Media s.r.o. by banks or credit card companies
  • applicable taxes or other withholdings required by applicable law;
  • legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein;
  • debts or other uncollectible sums;
  • any amounts owing by the Supplier to Digital Media under this Agreement or otherwise.

Digital Media s.r.o. is entitled to set-off against any amount owing to Supplier or postpone the payment of the fees (i) if there is any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement (ii) if there is a sign of uncommon activities related to fraudulent sales and/or purchases of Suppliers products.

The parties further agree that Digital Media shall not be required to pay royalties or fees to the Supplier if Digital Media is restrained or otherwise prevented from using rights granted under this Agreement relating to Content because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party.

7. Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to us, delivered by email to partners [at] C4Dexchange [.dot] com. The termination note must include your complete personal data and your Site login name, which enable confirmation of your identity. We may also terminate the Agreement by giving you thirty (30) days days notice by email at the e-mail address contained in your Membership user profile. Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates most of its assets or otherwise ceases to do business, or (ii) files a petition in bankruptcy, or (iii) is adjudicated insolvent or bankrupt, or (iv) is in breach of this Agreement.

Upon the termination of this Agreement, you must remove all your Content from the Site. Notwithstanding termination, we have the right to continue licensing Content until it is removed from the Site; and regardless of the expiration or termination of this Agreement, Digital Media will continue, in accordance with this Agreement, to pay compensation due to the Supplier in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

8. Applicable law

The Site is operated by Digital Media s.r.o. based in the Czech Republic. The Site can be accessed from all countries around the world. As each of these jurisdictions has laws that may differ from those of the Czech Republic, you acknowledge and agree that this Agreement will be governed under the laws of the Czech Republic. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9. DISCLAIMER OF WARRANTIES

THIS WEBSITE AND CONTENT ARE AVAILABLE "AS IS". DIGITAL MEDIA DISCLAIMs ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIESOF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE EXTENT ALLOWED BY LAW. DIGITAL MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

DIGITAL MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, PERSONAL INJURY OR WRONGFUL DEATH WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR ITS CONTENTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT OF APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY UNDER THIS TERMS OF USE AGREEMENT EXCEED ONE HUNDRED ($100) DOLLARS.

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.