End User And Seller Agreement
Cadilicious.com and its parent entity operate the digital sales and purchase functions of this web site. Our general terms of service are incorporated by reference as if fully set forth herein and you must agree to be bound by each and every term and condition of that document in order to use any of our tools and services related to the purchase or sale of digital assets. Your usage of any tool or service that we provide is your express indication to us that you agree to be bound by the terms and conditions of this End User and Seller Agreement as well as those contained in our general terms of service.
1. "Digital Asset" refers to and digital file available for sale via our site
2. "Content" refers to any material published or made available via our web site including all digital assets, text, video, graphics, audio and any and all other content published or made available via our web site.
3. "For Sale" include all Content that requires a purchase of license rights, as distinguished from Content available for free download.
4. "Member" refers to any person who creates a user account or uses a user account at our web site.
5. "Service" refers to transmission, license, or purchase of Content to and from our web site or any approved web portal either currently in existence or in the future.
6. "Valid Sale" refers to a sale of license rights in Content or other property via our website, where the appropriate share of proceeds is received by a Seller who published the Content. Content For Sale via our website which is returned is not an example of a Valid Sale.
7. "Seller" is the submitting individual or business who publishes Content via our website.
II. LICENSE AGREEMENT BETWEEN SELLER AND MEMBER
A. License Grant for transmission of Content from Seller to Member
For any transmission of Content from a Seller to another Member, whether the transmission was the result of a license or free download, the following terms apply unless more restrictive terms are specified in the text description of the Content in compliance with the requirements for providing more restrictive terms set-forth below:
Copyright of the digital assets remains in the sole ownership of the Seller, unless the parties to the sale have negotiated and agreed to a differing arrangement. The end user is licensing usage of the digital content only in all other cases.
2. Valid License.
Any license rights relating to Content For Sale via our website are contingent upon the transfer of the agreed to amount of money from the Member to the Seller. All license rights terminate immediately and without notice if a sale is reversed for any reason.
3. Rights Granted.
Sellers agree to the following terms:
Seller hereby grants to us, and by the act of delivering Content to us do so grant to us, a non-exclusive, transferrable, royalty free, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Seller's behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Content for the purpose of demonstrating or promoting Seller products or services or our own; (c) use any trademarks, trade dress, service marks or trade names incorporated in the Content in connection with Seller material; and (d) use the name and likeness of any individuals represented in the Content only in connection with Your material for purposes of promoting sales of the digital content or our own business.
The Seller grants to the Member who either purchases license rights to Content via a Valid Sale, a non-exclusive license to use and exploit the digital content licensed for the commercial or private purpose for which the digital content is generally used for. The end user may not resell the digital content itself or compete with the seller.
4. Rights Not Granted.
Absent a written grant of rights greater than that contained in paragraph 3 above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller.
5. Returned Content.
In the event a Member returns any Content, whether acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the Member must immediately destroy any and all copies contained on any type of media under the control or possession of the Member.
B. GENERAL TERMS
In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.
Seller retains ownership of the copyrights and all other rights in Seller Content, subject to the non-exclusive rights granted to us under this agreement. Seller is free to grant similar rights to others during and after the term of this agreement.
This agreement may be terminated at any time by either party upon written notice via email or via surface mail. Nothing in this agreement shall be construed to mean that a Seller may not submit or delete Content from the material submitted by such Seller as part of general maintenance of such Seller's account or terminate his/her/its membership with our site.
3. Representations and Warranties.
Seller represents and warrants that: (a) the Content is Your original work, and contains no copyrighted material of any kind that Seller is not the exclusive owner of, including any and all intellectual property content contained in the digital content of any and all possible nature and also that the digital content does not violate any rights of privacy, publicity or any other right that could cause the filing of a civil, criminal or regulatory action against the Seller. In the case of any legal action being filed or threatened by a third party due to the contents of the digital content sold or offered for sale on our site, Seller agrees to hold us harmless and defend us against any and all such actions or threats of action and to pay us for our actual costs, fees, damages and reasonable attorneys’ fees.
Content must be not defamatory, libelous, pornographic, obscene or contain “hate” elements or “intolerance” of any nature. Content must be free of any viruses or scripts, subroutines, Trojans or any other elements that could cause harm to any computer, network or other property owned by any third person.
All factual representations made by Seller to us must be accurate, complete and kept up to date, including name, physical address, email and telephone numbers. Upon request Seller must provide us with proper tax identification.
4. Determining Type of Content.
All classifications of digital content are subject to our editing and modifications. We reserve the right to reclassify any digital content as we feel, in our sole discretion, to be appropriate.
5. Royalty Payments & Commission.
Seller will be entitled to a royalty of 60-75% depending on membership type of all proceeds from the Valid Sale of Seller's Content paid by paypal transfer monthly. The remaining proceeds from Valid Sale's is deducted by us as a commission.
6. Confidential Information.
Any and all information regarding our business, clients, users and functions are confidential in nature. Seller should not disclose such confidential information and should use reasonable physical and electronic security measures to safeguard such confidential information.
III. END USER LICENSE AGREEMENT
All digital content licensed is licensed pursuant to these terms and conditions to the
You obtain a license to use the digital content for its intended purposes. You do not have the right to resell the content or relicense the content and your license is not transferrable. Any violation of this term or any other term contained herewith will result in the immediate termination of your license with no refund.
2. ACCOUNT INFORMATION.
In consideration of Your use Website and Digital Content that you license, You agree to: (a) provide accurate, current, and complete Member account information about You as may be prompted by the registration and/or login form on the Website (the "Registration Information"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to us, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Information.
3. FORUMS AND POSTINGS.
The provision our any forum and your usage thereof requires you to follow any posted forum rules and guidelines. You may not violate any law of any nature while using our forums, adopt a false identity, post objectionable content (as solely determined by us), or engage in forum based disputes. Be civil and be polite. Your postings may be removed by us at anytime with no commentary issued by us. We may edit your comments if we feel such editing is appropriate to do.
You grant to us and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that You have proper authorization for the worldwide transfer and processing via our website any information that You may provide on the Website in any location, including our forums. You retain the copyright to your postings, but grant us a permanent, transferrable, royalty free to distribute your content in any way we deem appropriate, in whole or in part.
4. TERMINATION OF THIS LICENSE.
We may terminate your license at anytime for any behavior on your part that we determine, in our sole discretion, to have violated any term and condition of this Agreement or behavior that violates the general spirit of our business.
5. MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS.
We reserve the right to modify, suspend or terminate this service at any time and to modify the terms and conditions of this End User Agreement at any time as well as any other agreements that we have published in whole or in part.
6. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE WEBSITE AND ANY AND ALL OF OUR TOOLS AND SERVICES ARE AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEB SITE , INCLUDING THE INFORMATION, SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. WE DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE OR ITS CONTENTS.
WE MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE OR ITEMS SOLD WILL BE CORRECTED IF THEY CONTAIN ERRATUM OR HAVE ANY SERVICE OR FUNCTIONALITY ISSUES.
WE MAKE NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED OR PURCHASED VIA OUR SITE. WE WILL NOT BE LIABLE TO A MEMBER OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF EITHER THE TURBOSQUID WEBSITE, THE OR ANY CONTENT PUBLISHED OR PURCHASED WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.
WE DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH THE CONTENT.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR DIGITAL CONTENT LICENSED OR BY OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR DIGITAL CONTENT LICENSED, EVEN IF THE WE HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE LICENSED DIGITAL CONTENT OR WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE OR WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
8. This agreement will be governed by Danish law and jurisdiction, excluding conflict of law principles. All legal disputes arising from this Agreement shall be take place in the Denmark.
Any notice required by this Agreement or given in connection with it, shall be in writing and delivered by mail to our surface address of
Gray Lindström ApS