PixelSquid Publisher Agreement

This is a legally binding agreement between (“you”) and TurboSquid regarding use of the Site to publish Stock Imagery for Purchase through PixelSquid.com. “You” refers to the publishing entity, whether that is a natural person who must be at least 18 years of age, or a corporate entity. This agreement incorporates by reference, the PixelSquid Royalty Free License, PixelSquid Terms of Use and the Site’s policies as such are made available at PixelSquid.com.

I. Introduction & Definitions

This agreement is intended to be easy to understand, and to provide clarity to you about the requirements and obligations for publishing Stock Imagery on the Site, as well as the rights you authorize TurboSquid to grant to those who Purchase Stock Imagery (“Customers”) for use in the work they create (“Creations”).

Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations,” are defined in the text preceding the word. Other capitalized words are defined below:

Stock Imagery” is the collection of one or more digital files, images, or videos, packaged in the form of a product on the Site that can be identified by a product ID, and that is uploaded by you, or otherwise made available to you, for Purchase on the Site.

“Site” refers to the TurboSquid website, PixelSquid website, API’s, software, or any approved means or utility either currently in existence or in the future; the software and source code used by TurboSquid to provide such services; user interface layouts, designs, images, text, knowledge base articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.

“Product Page” is the product page or interface that displays the Stock Imagery available for Purchase, typically on the website www.pixelsquid.com.

“Product Price” is the price of Stock Imagery as displayed within the Site’s product management interface. The Product Price varies according to the Stock Imagery resolution and scope of rights Purchased by the Customer.

“Purchase” is the acquisition of Stock Imagery by a Customer, whether by the purchase of Stock Imagery made available at a Product Price of greater than $0, or by the download of Stock Imagery made available at no charge (i.e. a Product Price of $0 that is downloaded for free).

“Customer” is a person who uses the Site to Purchase Stock Imagery.

“Enterprise Customer” is a corporate entity that requires special legal or accounting terms for Purchases that TurboSquid may grant as appropriate after a review by TurboSquid on a case-by-case basis.

“TurboSquid” includes the PixelSquid brand by TurboSquid, Inc. and all licensed affiliates and partners that distribute Stock Imagery on behalf of PixelSquid.

“Intellectual Property” means, copyright, patent, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.

To make reading this agreement easier and less repetitive, the following constructions are used:

Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.

“The following restrictions,” “the foregoing restrictions,” and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”

II. Ownership & Library

1. Ownership. You retain all ownership, title, right, and interest in Stock Imagery, except as expressly licensed to TurboSquid, its Customers, and other licensees as set forth herein.

2. Exclusivity and Time Commitment. You agree to host all Stock Imagery exclusively on the Site and permit TurboSquid to retain all Stock Imagery for a Time Commitment of at least four (4) years from the date published (“Time Commitment”). You may NOT post any copy of Stock Imagery at an online stock media clearinghouse outside of the Site. To clarify, the word “copy” refers to any substantial part of Stock Imagery, at any camera angle, including derivatives and modified versions of Stock Imagery. This restriction does not apply to 3D model formats of the elements or scenes composing Stock Imagery, except when using Library Materials or Library Objects as defined below.

You may NOT submit to the Site any Stock Imagery that exists at an online stock media clearinghouse not affiliated with TurboSquid (unless such Stock Imagery was published there prior to the Effective Date), and must disable any copy of Stock Imagery from any outside clearinghouses before submitting the Stock Imagery. TurboSquid may retain, market, license, and distribute any Stock Imagery during the Time Commitment, and for additional time as long as you retain the Stock Imagery on the Site.

3. Library. TurboSquid may provide to you shader and texture materials (“Library Materials”), and complete 3D models (“Library Objects”), for your use in accordance with the following rules:

a. Use of Library Materials on the TurboSquid Site. You may use Library Materials within 3D models made available for Purchase exclusively through the TurboSquid Site.
b. Use of Library Materials on the PixelSquid Site. You may use Library Materials to create Stock Imagery made available for Purchase exclusively through the PixelSquid Site.
c. Use of Library Objects on the PixelSquid Site. You may use Library Objects to create Stock Imagery made available for Purchase exclusively through the PixelSquid Site.

4. Ownership and Redistribution.

a. You may make new creations and enhancements to Library Materials and Library Objects, and you retain the derivative rights to those improvements. You may only use them for the purposes herein.
b. Library Materials and Objects may be used for personal education purposes, but may not be used for any other purpose except as described herein.
c. Other than for the purposes as allowed above, you may NOT publish, sell, distribute, license, or make available any modified or unmodified part of any Library Material or Library Object, regardless of the degree of modification or your artistic contribution. For the avoidance of doubt, using the TurboSquid Site to publish any part of a Library Object is not permitted.

III. Royalties, Withholdings, Payments, and Pricing

1. Royalties.  For valid Purchases that are not reversed for any reason, you are entitled to a royalty of 60% (“Royalty Amount”).

a. Purchase Reversal. If a Purchase is reversed, such as for a Customer return or a fraudulent credit card charge, you acknowledge that subject to the Site’s policies, any Royalty Amount may be reversed on your account by TurboSquid such that no money will be owed to you for that Purchase. In such case, the Customer license to the Stock Imagery is terminated.

b. Customer Promotions. Without notice to you, as part of its marketing efforts or promotions, TurboSquid may grant Stock Imagery to Customers at a reduced or free Product Price. An example of such a promotion is an incentive for Customers to create user accounts with PixelSquid in a given time period. In such reduced Product Price promotions, TurboSquid will provide the customary Royalty Amount to which you are entitled, based upon the same percentage but at the lower Product Price. If Stock Imagery is granted for free, there will be no Royalty Amount provided. TurboSquid will only offer such promotions on a general basis and not pick specific Stock Imagery to make free in all cases; for example, a free credit for a single Stock Image may be granted to a Customer such that the credit may be used to download any Stock Image without charge. For purposes of clarity, TurboSquid will not select your Stock Imagery to make specifically free, such as an “Image of the Week” promotion, without first negotiating such a promotion with you.

c. Monthly Subscription Royalty Rates. Monthly subscription revenue will be paid out to you on a prorated basis at the end of the month. The Royalty Amount is 60% of all PixelSquid monthly subscription revenue related to your Purchases. The royalty payment will be based on the percentage of total Purchases that came from your Stock Imagery. By way of example: TurboSquid is allowing Customers to use any angle of an object, so a Purchase is counted when a Customer Purchases an object (downloading from the site or through the plug-in) for the 1st time that month. TurboSquid calculates your Royalty Amount by the object, not each angle of the object (e.g. if TurboSquid had $10,000 of revenue in a month, $6,000 (60%) would be paid out to artists. If your content represented 1% of total subscription Purchases, you would get $60 (1% of $6,000).

2. Tax Withholding. If you are not a citizen, permanent resident, or corporate entity of the United States, and your Purchase is by a Customer who is a citizen, permanent resident, or corporate entity of the United States, TurboSquid is required by the United States Internal Revenue Service to withhold some portion of your Royalty Amount for payment to the United States Treasury. In such case, if your country has a tax treaty with the United States, and you have a United States Tax ID number (“TIN”), you may reduce or even eliminate such withholdings depending on the tax treaty rate for your country. If you do not have a TIN, TurboSquid royalty payments will have 30% withheld and paid by TurboSquid to the United States Treasury. You may elect not to be paid until you obtain a TIN if you desire to claim the tax treaty rates. Alternatively, if you are paid by TurboSquid without a TIN, if you receive a TIN you may recover any excess tax payments made the calendar year you received the TIN, and TurboSquid will assist you to recover such tax withholdings. Please see TurboSquid’s Tax Center for more information about Tax Withholding.

3. Purchase and Payment Processing.

a. You authorize TurboSquid to collect money from the Customer and distribute payment amounts to you such as you are entitled, retain the remainder of the proceeds of your Purchase, and distribute portions of Purchases to TurboSquid licensees, tax authorities, or other entities as the case requires under: (i) this agreement, (ii) standard Site policies, and (iii) in compliance with legal regulations.

b. Every calendar month by the fifteenth (15) day, or the following business day if the fifteenth occurs on a weekend or holiday, TurboSquid will process your royalty payments according to your account settings. TurboSquid reserves the right to withhold requested payments in the following cases: (i) the amount is below the minimum amount allowed for a monthly royalty payment (as set by standard Site policies), (ii) your payments are on hold because a previous payment to you failed to be received, (iii) you have provided inaccurate payment information, (iv) you have provided a W-8BEN form and it has expired, or (v) there is violation of Site policies that must be reconciled before any payment is made.

c. If TurboSquid discovers and verifies, either on its own or after a notification by you, that you were paid less than your owed Royalty Amount (“Underpayment”), TurboSquid agrees to provide accounting documentation to you and to correct such Underpayment in an expedited manner.

d. If a Purchase is reversed after you have been paid your Royalty Amount, or if for any reason TurboSquid has already paid to you a Royalty Amount in excess of the correct royalty payment for such Purchase (“Overpayment”), you acknowledge that such Overpayment is due from you to TurboSquid, and authorize TurboSquid to deduct from your future payments to settle any Overpayment, and agree to maintain all Stock Imagery on TurboSquid at reasonable and historical Product Prices until such Overpayment is corrected. If you discover or become aware of any Overpayment, you agree to notify TurboSquid of such Overpayment in an expedited manner for each occurrence.

4. Stock Imagery Product Prices.

a. Control: TurboSquid controls Product Prices. Product Prices will be set in denominations of the United States Dollar.

b. Basic Uses. TurboSquid may grant Basic Uses of Stock Imagery for Purchase by Customers at a Product Price of $0. The scope of rights granted in a Purchase of Basic Uses, which is set forth in the PixelSquid Royalty Free License, is more restricted than the standard grant of rights available through the TurboSquid Royalty Free License. Such Basic Uses will typically be made available as jpeg images of lower resolution.

c. Extended Uses. Extended Uses of Stock Imagery are available for Purchase by Customers at a Product Price above $0. The scope of Extended Uses, which is set forth in the PixelSquid Royalty Free License, is similar to the standard grant of rights available through the TurboSquid Royalty Free License. The Product Price of Extended Uses may be set to vary between image file formats or resolutions of the Stock Imagery.

d. Currency: TurboSquid may sell Stock Imagery denominated in any foreign currency, at pricing that is either above or below the current exchange rates of that currency to the United States Dollar. TurboSquid will set such pricing in its sole judgment to optimize for pricing stability in foreign currencies, round prices to pre-determined incremental tiers in that particular currency, and reduce the risk of currency losses when exchange rates fluctuate. In all such cases, TurboSquid will pay you the entitled royalty as if the Purchase had been originally denominated in United States Dollars and assume all losses or gains due to Purchases in foreign currency.

IV. License Grants

License Grant to TurboSquid . In all media now in existence or that may in the future be introduced, you authorize TurboSquid to do the following:

1. License to Customers. To distribute and grant worldwide, irrevocable and perpetual license rights in Stock Imagery to Customers, according to the following license options:

a. PixelSquid Royalty Free License. To fulfill the license grant terms detailed in the PixelSquid Royalty Free License, as made publicly available on the Site and incorporated herein by reference. You understand that TurboSquid may reasonably edit and amend the scope of Basic Uses and Extended Uses available for Purchase by customers, and you agree that notice by email is sufficient notice of any such change.

b. Enterprise License. To negotiate an individual agreement and license grant in Stock Imagery for qualified Enterprise Customers who require individualized agreements, procurement processes, or special indemnities and guarantees. TurboSquid will remit the normal Royalty Amount entitled to you for each Purchase of Stock Imagery under such license, and will make commercially reasonable efforts to retain the terms of the PixelSquid Royalty Free License in such negotiations. You understand such agreements are confidential to Enterprise Customers and will not be disclosed to you.

c. New Uses. While TurboSquid has tried to explicitly allow or prohibit every known type of Creation by a Customer in the PixelSquid Royalty Free License, Customers may request approval for a Creation that is not explicitly described (“New Use”), for example a Creation in a new medium not yet invented. You authorize TurboSquid to decide whether to allow the New Use, determined in TurboSquid’s reasonable discretion that the New Use will not diminish your future Royalty Amounts and is reasonably or conceptually similar to existing uses. TurboSquid will notify you on each case that a New Use was authorized for a given Customer, and may not notify you in advance of a Purchase for a New Use. If you inform TurboSquid that you object to the New Use, TurboSquid will note your objection for your account and will not approve the New Use again for your Stock Imagery. You acknowledge that the New Use may be added to the PixelSquid Royalty Free License in the future, whether to allow or prohibit the New Use, and that if the New Use is allowed in the PixelSquid Royalty Free License, this will apply to your Stock Imagery and supersede your previous objection. You hereby fully release TurboSquid from any liability associated with its decisions based on any New Use.

2. Re-license Customer After License Transfer. To process additional Purchases to a past Customer of Stock Imagery that is no longer available on the Site if the following conditions are met: (i) there was a past Purchase of the Stock Imagery to the Customer, (ii) the Customer does not require digital files, only an additional license, and (iii) the Customer transferred the original license to another party (such as a client of the Customer), and the Customer requires another license to the Stock Imagery to be legally compliant, and (iv) the Stock Imagery is not software sold under a Custom License. For any such case (“Re-License”), the Purchase will be under the same license terms and Product Price as at the time of the Customer’s most recent purchase of the Stock Imagery. TurboSquid will notify you of such Re-License and waive any commissions to TurboSquid, but will retain amounts otherwise required for taxes and similar obligations. This right survives termination of this agreement, and in the case of a Re-License after termination of this agreement, TurboSquid will notify you of the Re-License, and facilitate your payment using the Royalty Amount you were entitled to at the time of termination. Subject to the exception under this section, your removal of any Stock Imagery from the Site extinguishes TurboSquid’s right to grant licenses to such Stock Imagery.

3. Trial Basis Use. To grant Enterprise Customers access to Stock Imagery without cost (“Trial Basis Use”) where they may test Stock Imagery for suitability in their Creations. For Trial Basis Use, a Purchase is required before any commercial use, and Enterprise Customers must account for Trial Basis Use on a timely basis. Any instances of Trial Basis Use, should they occur, will be indicated to you within the Site’s interface, including the state of the Trial Basis Use and whether it resulted in a Purchase. In your account settings, you may opt out of Trial Basis use.

4. General TurboSquid Use and Stock Imagery Maintenance. TurboSquid may:

a. Use Stock Imagery for the benefit of TurboSquid’s business, including: (i) to market, promote, publicly perform, publicly display, digitally perform; (ii) use any trademarks, service marks or trade names incorporated in connection with Stock Imagery, and (iii) to incorporate Stock Imagery into various parts of the the Site’s user interface (such as category icons).

b. Provide Customer support, including (i) downloading files within Stock Imagery to perform compatibility checks, (ii) performing file format conversions, and (iii) after a Purchase, performing various artistic or technical services for Customers for free or for a fee, as TurboSquid deems appropriate based on the nature of the services requested by Customers. Please note that if you aid TurboSquid in providing Customer support, TurboSquid will charge no fee associated with your Customer support efforts.

c. Update metadata for Stock Imagery, including processing and modify images.

d. Refuse any Stock Imagery for distribution on the Site. For any reason in its sole discretion, TurboSquid may deny, reject, and remove Stock Imagery from the Site at any time.

5. Promotional Use. To license and distribute Stock Imagery without cost to TurboSquid partners for any use that as deemed by TurboSquid provides value to the TurboSquid business, including for industry experts, beta testers, image application developers, journalists and publications. You understand that there is no opt-out provided for such uses and that no royalty will be provided.

V. Warranties

You covenant, represent, and warrant that:

1. You have authority to enter into and perform this agreement, to sell Stock Imagery under this agreement, that all Stock Imagery are your original work and contain no intellectual property or other rights of any kind that you are not the exclusive owner of (unless you have secured any third-party consents needed to do so in writing), and that prior to publishing Stock Imagery had an opportunity to seek independent legal counsel.

2. Your Stock Imagery do not and will not infringe on any third party’s copyright, trademark, trade dress, patent, trade secret, right of publicity, right of privacy, moral right, or any other proprietary right, and that you will not remove any notice of any such right.

3. Your Stock Imagery are not and will not be defamatory, pornographic, obscene, libelous, and does not further racial hatred.

4. Your Stock Imagery do not and will not violate any statute, law, regulation, or ordinance.

5. Your Stock Imagery do not and will not contain any computer viruses or other malicious software.

6. You will read and comply with the Site’s publishing policies and general requirements that are made available to you, including: (i) you will represent all facts about Stock Imagery accurately and truthfully, without deception, including the descriptions and other metadata related to your products, and (ii) you will use keyword tags and categorization only as they are legitimately related to your product, and not “spam” or attempt to alter search results to cause Stock Imagery to display when they are not relevant. An example of such prohibited behavior is to publish Stock Imagery that is a “banana” and add tags or description appropriate for “oranges” such that a Customer searching for oranges might see the Stock Imagery of a banana.

7. You will provide accurate, complete, and valid member information, including contact and payment information.

8. You will notify TurboSquid if you become aware or suspect any unauthorized use of Stock Imagery by a Customer before contacting the Customer, either by contacting TurboSquid support or sending an email to agent@turbosquid.com. You agree to submit to the Limited Arbitration rules set out in the PixelSquid Royalty Free License.

9. You will execute and provide written or electronic documents to TurboSquid, upon TurboSquid’s reasonable request, to reflect TurboSquid’s rights under this agreement.

10. You will not engage with TurboSquid Customers directly or use metadata, product files, or any other mechanism for such purposes. If you are contacted directly by a Customer, you must refer the Customer to the TurboSquid Site.

VI: Limitation of Liability

1. To the fullest extent permitted by law, TurboSquid shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Stock Imagery, even if TurboSquid has 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). To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply, but should be construed to the greatest extent applicable in such jurisdictions.

2. You agree to indemnify and hold TurboSquid and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“TurboSquid Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of Stock Imagery, Creations, or otherwise caused by or related to your use of the Site.

3. TurboSquid implements and maintains business practices to accurately categorize Stock Imagery and otherwise process any and all metadata related to Stock Imagery. If TurboSquid makes any error in processing, handling, or other managing of Stock Imagery, your sole and exclusive remedy will be for TurboSquid to take all reasonable steps to promptly correct the error as soon as TurboSquid becomes aware of the error.

4. In any event, TurboSquid’s total maximum aggregate liability under this agreement or in respect to the use or exploitation of any Stock Imagery shall be limited to the lesser of the fees collected by TurboSquid for the Stock Imagery giving rise to the claim or one thousand United States dollars ($1,000). Some jurisdictions do not allow for the limitation or exclusion of liability set forth herein, and in those jurisdictions, TurboSquid shall be entitled to the greatest limitation of liability permissible by law.

VII: License Term and Termination

Termination and Consequences of Termination . This agreement may be terminated by closing your account on the Site by TurboSquid Support, and, subject to the Time Commitment, removing your Stock Imagery from the Site. TurboSquid can terminate this agreement and your account for a violation of this agreement or any other agreement incorporated by reference, including the Site Policies as judged by TurboSquid in its reasonable discretion. For avoidance of doubt, after this agreement is terminated by you, the Stock Imagery will remain available and you will receive any payments due to you until the expiration of the Time Commitment.

This agreement is in effect as of 2014-10-20.