THIS IS A SAMPLE OF THE SUPPLIER AGREEMENT USED WHEN SUBMITTING CONTENT FOR SALE IN THE SPACE MARKETPLACE
For non-sale items, the standard End-User_License_Agreement applies. Before selling content, you will need to sign a copy of this agreement and return it to Sine Wave. We'll contact you when you first submit an item for sale in the marketplace.
Whereas the Supplier may license content for sale within the Company's virtual world platforms (“Platforms”), and whereas the supplier and company agree to share the revenue from sales of these licensed items as of the effective date, ____ of __________, 20__.
The Parties agree to the following:
- Content includes any intellectual property, designs, 3D model files, source files, related to products intended for distribution on the Platforms
- As a Supplier, you agree to the following terms for the content submitted for inclusion on the Platforms:
- The Supplier agrees to act in good faith, and verify content submitted does not include copyrights, trademarks or intellectual property that the Supplier does not have permission to include.
- The Supplier will not upload content designed to cause harm to users of the Platforms, including but not limited to, computer viruses, content designed to trigger photosensitive epilepsy, or other content with malicious intent.
- The Supplier retains all ownership of any intellectual property submitted to the Company, however the Supplier agrees to provide a world-wide, perpetual, non-exclusive license to use that content in any way the Company needs for the purposes of pursuing this agreement.
- For the purposes of allowing content received by end-users to remain available to them, the right to display and distribute the content on the Platforms survives any termination of this agreement.
- The Company has no obligation to distribute the content to end-users, and may not include, or discontinue the content from sale, distribution or inclusion in the Platforms at its will.
- The Company has the right to use the content, and the names of the developers and any associated trademarks, in marketing and promotional materials related to the Platforms.
- 70% of the net revenues from the sale of licensed content created by the Supplier and sold by the Company in the Platforms shall be distributed to the Supplier.
Net revenues shall be defined from Gross Revenues, less any costs directly resulting from the sales of licensed content, or the purchase of the In-Platform Currency used by the end consumer to purchase the content; including:
- Postage and packaging (if applicable),
- 3rd party referral fees,
- Refunds and payments not honoured by a financial institution,
- External third party costs agreed by the supplier,
- Payment processing,
- Currency exchange losses and expenses,
- Third party commissions (such as those taken by distribution websites or marketing affiliates).
Revenues are considered as and when the funds are received by the Company, and not prior to settlement.
If the Content has been resold to end users utilising an intermediary In-Platform Currency the value of Net Revenues shall be based on the number of the virtual currency spent by the end user receiving the content, multiplied by their Net Revenue (as defined above) value.
On some platforms, a “free” In-Platform currency may be available; for the purposes of this agreement, the value of this currency, and the resulting purchase is nil. The creator retains the decision whether to allow their content to be made available for purchase under “free” currency. The Company will ensure the Supplier is aware of which currencies are considered “free”, and which can be construed to have value.
Further, it is agreed that costs, such as payment processing fees may be averaged out across all sales for all suppliers, proportionally to the total revenues for each supplier in that period.
- This agreement is in force until terminated by subject to termination clauses below.
- If the Supplier has signed a similar agreement titled “Content Agreement” in the past with the Company, this agreement supersedes, updates and replaces the prior agreement.
- The company shall provide the supplier with reconciliation of sales at the end of each quarter in which the supplier had sales, or within 30 days of a request from the supplier. (Not to occur more than once per 30 day period).
- The Company agrees to send funds to the Supplier within 30 days of the issuance of a quarterly statement to the Supplier, except when the total is less than USD $100.00, in which case the funds will accrue until such a time as they exceed USD $100.00.
- The Company agrees to raise self-billing invoices (or their equivalent) for the Supplier.
- The Supplier agrees to accept self-billed invoices raised by the Company under this agreement.
- The Supplier agrees to inform the Company immediately of any change to VAT registration (if applicable) or of a sale of their business, or part of their business.
- This agreement is in force for a period of two years from the date of signing, upon the expiry of this period, the agreement shall automatically renew for an additional two years, unless notice is given before the expiry of the agreement by either party.
- The Company may from time to time, request the Supplier to produce documentation, such as invoices, proof of tax status or VAT numbers, in order to process payments to the Supplier. The Company agrees to request such documentation only as is reasonable, and the Supplier commits to understanding that failure to provide such documentation may delay payments to the Supplier until such time as the documentation is provided.
- The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this agreement and at no time may the supplier position itself as affiliated to the Company, except as an independent supplier. In view of this independent relationship the Supplier shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company.
- This agreement does not grant exclusive rights to the Supplier and the Supplier shall have no rights under any other agreements entered into by the Company with other Suppliers. Likewise, this agreement does not grant exclusive rights to the Company, except where otherwise agreed by both parties.
- The Supplier agrees not to disclose any confidential information pertaining to the Company's goods or services nor that of prospective or existing customers to any third party. This clause survives any termination of this agreement for five years from the date of termination.
- Either party may terminate this agreement at any time by giving the other party thirty (30) days prior written notice. Upon termination by either party all outstanding fees due to the supplier at that time shall be settled in full within thirty (30) days from the end of the following quarter. Upon termination existing content granted to users within the Platforms will remain unaffected and existing customers using the Supplier's content will be able to continue their use under the terms of the Platforms.
- In the event this agreement is terminated, the Company shall within a reasonable period, withdraw the Supplier’s products from sale, and prevent future purchases. Items sold or transferred between two user accounts, that do not produce an additional copy of the content, shall however be allowed.
- The supplier specifically indemnifies the Company against all intellectual property claims (including but not limited to Copyrights, Trademarks, Patents and Trade Secrets) that may arise and warrants that all content supplied under the agreement is owned by the supplier or licensed for resale under terms that meet the terms and conditions of the Company's Platforms.
- The Company may choose to terminate this agreement automatically in the event that the Supplier has provided unlicensed intellectual property from third parties. The Supplier agrees to pay any and all costs incurred by the Company resulting from the inclusion of unlicensed intellectual property, including but not limited to legal fees, settlements, costs in removing the content, and refunding consumers.
- This agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.
- The parties hereby agree that this Agreement shall be construed in accordance with English Law.