Content Supply Agreement
This Agreement governs the terms by which you provide Content to the users of VrayC4D.com web site.
"Site" refers to VrayC4D.com web site.
"Operator" or "we" refers to Antin Goroh, operator of VrayC4D.com web site.
"Content" refers to any material uploaded to VrayC4D.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 VrayC4D.com
"Supplier" or "you" refers to the person or business who uploads Content to VrayC4D.com
"Service" refers to license, download or upload to or from VrayC4D.com or any other partner website.
„Rate" refers to portion of fees collected from end-users, who purchase Supplier's content.
This is a legal agreement between you, who intends to upload Content onto the Site, and Antin Goroh, Operator of the VrayC4D.com web site. You grant Antin Goroh non-exclusive rights to distribute your Content worldwide via VrayC4D Site. Your Content will be provided to End-users under our standard End User Licence Agreement.
3. Intellectual 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 Antin Goroh 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 Antin Goroh. as your non-exclusive worldwide distributor to sell or license your Content to third parties via VrayC4D.com site and Digital River, Inc. to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Content, you grant Antin Goroh:
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 here by 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
Antin Goroh 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 Rates 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 Antin Goroh. If the Rate should change, Antin Goroh 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.
Antin Goroh informs you that all payment of fees in respect of purchased Content will be made by Digital River inc. base on settings that your have choose on registration page of affiliate.
In all cases, payment of fees to the Supplier will be made by Digital River, Inc. except situations when product was sold but fees was not reached yours Digital River inc. account because of mistakes in url of selling, thous payment will be transfered from Antin Goroh personal bank account.
In all cases, payment of fees to the Supplier will be net of:
* fees for products, returned by end-users to Antin Goroh 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 Antin Goroh 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.
Antin Goroh 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 Antin Goroh shall not be required to pay royalties or fees to the Supplier if Antin Goroh 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 info [at] vrayc4d [.dot] com. The termination note must include your complete personal data and your affiliate ID number, 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 affiliate 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, Antin Goroh 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 Antin Goroh based in the Ukraine. 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 Ukraine, you acknowledge and agree that this Agreement will be governed under the laws of the Ukraine. 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". ANTIN GOROHs 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. ANTIN GOROH 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.
ANTIN GOROH 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.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.