Distribution Agreement

Effective Date: March 1, 2019

Please read this Agreement carefully. This is a legal document that explains your rights and obligations related to CGIFans.com’s resale and distribution of your digital Content through CGIFans.com’s proprietary online service (“Website”). By opening a digital storefront (“Store”) on CGIFans.com you (“Vendor”) are agreeing to be bound by the terms of this Agreement including the terms and conditions of CGIFans.com’s Terms of Service and all License Terms, as applicable.

If you become a Vendor on behalf of an organization or other entity, then “you” includes you and that entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these terms, and that you agree to these terms on the entity’s behalf.

Vendors agree to the following:

The CGIFans.com Distribution Agreement (“Agreement”) is entered into as of the date (the “Effective Date”) the party whose name is set forth below (the “Vendor”) accepts its terms and conditions by opening a Store and is by and between Turn Intermedia S.R.L. (“CGIFans.com”), a Costa Rican corporation, and the Vendor.

The Parties agree to the following:

1. Definitions.
For purposes of this Partner Agreement, the following terms will have the indicated definitions:

Website means the CGIFans.com website and subdomains located at CGIFans.com
Content means content uploaded to your CGIFans.com Store through your CGIFans.com account or otherwise provided by you to CGIFans.com for placement on the Website, which content is approved by CGIFans.com.
Customer means any natural person, company, or other legal entity that will acquire licenses to Content via the CGIFans.com Website.
Party or Parties means CGIFans.com and/or you.
Payment Processor means any party authorized by CGIFans.com to provide payment processing services for payments from Customers to CGIFans.com or payments made from CGIFans.com to you for Content distributed via the Website.

2. License Grant.
2.1 To CGIFans.com. You hereby grant to CGIFans.com a non-exclusive, worldwide, perpetual, non-transferable, non-sublicensable, and royalty-free license to copy, perform, display, distribute, transmit, modify and use the Content:

  1. to create, display and use the Content for administrative and demonstration purposes in connection with the operation, promotion, and marketing of the Marketplace itself and in connection with the promotion, marketing, sales, and distribution of the Content via the Website; and
  2. to distribute and grant Digital Rights in the Content to Customers via the Website.

2.2. To Customers. You agree that CGIFans.com may grant to Customers a non-exclusive, worldwide, and perpetual license to download, use, copy, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, distribute, or transmit the Content for personal, promotional, and/or commercial purposes (“Digital Rights”). Both Parties expressly acknowledge that distribution of the Content to Customers via the Website is not a sale of the Content but the grant of Digital Rights to Customers.

3. Your Content.
3.1. Keep Your Rights. Except for the rights granted by you to CGIFans.com in Section 2 above, CGIFans.com expressly acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to any Content supplied by you, including any intellectual property rights which subsist in that Content. At any time, you may delete or unpublish Content you previously uploaded to your Store from the Website; however, CGIFans.com may continue to make such Content available for download to Customers who have already purchased Digital Rights to such Content.

3.2. Appropriate Rights. You represent and warrant that you have all intellectual property rights necessary for you to grant CGIFans.com the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content. If third-party materials are included in the Content, you represent and warrant that you have the right to distribute the third-party material in the Content. You agree that you will not submit material to the Marketplace that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material to the Marketplace.

3.3 CGIFans.com Licenses. You affirm that all Content is cleared to be sold under the applicable Licenses listed below:

  • CGIFans.com Licenses

3.4. Copyright Claims. You expressly acknowledge and agree that CGIFans.com shall be entitled to forward your name, address, and other contact details to any third party that reasonably claims that you do not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content.

3.5 Advertising. You will not use CGIFans.com to advertise other services, sites or products.

4. Asset Delivery.
All Content must be delivered immediately after purchase, with no barriers to immediate download. Whenever required all Asset files should be hosted on CGIFans.com. You must not require a Buyer to provide personal information in order to access licensed Content.

5. Resolution Process for Transactions.
All parties share the responsibility for making sure that purchases facilitated by our Website are satisfactory and hassle-free. CGIFans.com may, in connection with the sale of Digital Rights to Customers, and in its discretion, issue to Customers refunds, rebates, and credits. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting your balance.

6. Payouts & Earnings.
Unless otherwise agreed by the parties in writing, CGIFans.com shall send payouts according to published timeframes and balance requirements. Payouts may only be made if the total processed amount due to you totals at least $50. Unpaid amounts due shall accrue until the following payout period in which the amount due is at least $50. CGIFans.com reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these Terms, or amounts due to any breach of these Terms by you, pending CGIFans.com’s reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify CGIFans.com in writing within thirty (30) days of such payment. Failure to so notify CGIFans.com shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by CGIFans.com. No other measurements or statistics of any kind shall be accepted by CGIFans.com or have any effect under these Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Partner funds based on certain factors, including, but not limited to, selling history, seller performance, or the filing of a dispute claim.

7. Warranty Disclaimer.
EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.

8. Limitation of Liability.
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CUBEBRUSH ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS PARTNER AGREEMENT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS PARTNER AGREEMENT.

9. General.
9.1 Independent Contractors. The relationship between you and CGIFans.com, respectively, is that of licensor and licensee. Neither Party shall be deemed to be an agent of the other Party for any purpose, and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

9.2. Governing Law and Jurisdiction. This Partner Agreement is governed and interpreted in accordance with the laws of The Republic of Costa Rica without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. The Parties consent to the exclusive jurisdiction of, and venue in San José, Costa Rica for the adjudication of any disputes arising hereunder.

9.3. Assignment. Neither Party shall assign, delegate, or otherwise transfer its rights or obligations under this Partner Agreement, by operation of law or otherwise, without the prior written consent of the other Party (to be granted or withheld in its reasonable discretion); except that CGIFans.com may assign this Partner Agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This Partner Agreement will inure to the benefit of the Parties and their permitted successors and assigns.

9.4. Merger, Modification and Waiver. This Partner Agreement constitutes the entire agreement between CGIFans.com and Partner with respect to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard thereto. No modification of or amendment to this Partner Agreement, nor any waiver of any rights under this Partner Agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

9.5. Severability. If any of the provisions of this Partner Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.

9.6. Counterparts. This Partner Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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