3DScanHub

CONTENT SUPPLIER AGREEMENT

This is a legal agreement (the “Agreement”) between any individual (“you” or the “Supplier”) intending to upload three dimensional scanned images, stills, animated gifs, video, text, and/or other media content for sale via the 3dscanhub.com group of websites owned and operated by United Artworks (“United Artworks”), located at www.3dscanhub.com, www.peoplescans.com, www.sculpturescans.com, www.antiquescans.com, www.fossilscans.com, and www.3dnaturescans.com (the “Sites”) and United Artworks. BY PROVIDING CONTENT (AS DEFINED BELOW) TO UNITED ARTWORKS, SUPPLIER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND IS AGREEING TO BE BOUND BY, THIS AGREEMENT AND IS CONFIRMING THAT IT HAS THE CAPACITY TO FORM A CONTRACT UNDER ALL APPLICABLE LOCAL LAWS. SUPPLIER FURTHER ACKNOWLEDGES THAT IT HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO THIS AGREEMENT.

1. License for Supplied Content.
1.1    The Supplier wishes to appoint United Artworks as its non-exclusive agent to license, sub-license and distribute Content (as defined below) produced by the Supplier pursuant to the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Content available to United Artworks by following the uploading procedures identified on the Sites. Each transmission or upload of Content to United Artworks or the Sites will be governed by the terms and conditions of this Agreement.
1.2    The parties acknowledge that the Supplier may, from time to time, provide digital or computer files, including, but not limited to, three dimensional scanned images and/or any still image, illustrations, digital or analog video footage, animations, flash files, data files, or source code thereof (collectively, “Content”) to United Artworks together with other information, documents (for example, proof of copyright ownership or model or property releases) or software relating to such Content or otherwise necessary for United Artworks to exploit the commercial potential of the Content ("Descriptive Information").
1.3    United Artworks, in its sole discretion, may determine whether and which of such Content is suitable for posting to be licensed by the public through the Sites or other means of direct or indirect distribution, and only such Content and Descriptive Information as United Artworks deems suitable will be considered Content available for license through the Sites (jointly, the “Accepted Content”) for the purposes of applicable provisions of this Agreement.
1.4    All references in this Agreement to the Content or Accepted Content shall be to the Content or Accepted Content as a whole and each individual item therein.

2. Grant of Authority.
2.1    The Supplier hereby appoints United Artworks as Supplier's non-exclusive distributor to license or sub-license Content to third parties worldwide and to collect and remit funds in connection with those endeavors on the terms set forth in this Agreement.
2.2    Supplier grants to United Artworks the worldwide right to market and sub-license to prospective licensees, through the Sites or other venues owned or operated by United Artworks, the right to copy, use, reproduce, publish, transmit, alter, create derivative works of, package, publicly perform or display Content or Descriptive Information in any and all media now in existence or that may in the be introduced in the future. United Artworks will determine the terms and conditions of all licenses granted by them, but will not license Accepted Content for redistribution by, or sublicensing through, the prospective licensee, or for uses that are pornographic, defamatory, or otherwise illegal or immoral.
2.3    United Artworks may make any use, including the production and use of derivative works, of any Content or Descriptive Information and any registered and unregistered trademarks owned by the Supplier for marketing purposes related to the Sites and the Accepted Content or any other purpose explicitly or impliedly permitted under this Agreement. No compensation shall be due to the Supplier for use of any Content or Descriptive Information for such purposes.
2.4    The parties hereto agree that all rights, including title and copyright, in and to any Content or Descriptive Information transmitted or uploaded to United Artworks of the Sites is retained by the Supplier. Except as provided elsewhere in this Agreement, Supplier does not transfer or grant title or copyright in the Content or Descriptive Information to United Artworks or any third party, including licensees.

3. Intellectual Property.
3.1    Supplier acknowledges that United Artworks prohibits the transmission or upload to United Artworks or the Sites of any Content, Descriptive Information or other materials infringing upon any patent, trademark, copyright, trade secret, or right to privacy or publicity, of any third party, or any other applicable law or proprietary right.
3.2    Supplier further acknowledges that United Artworks prohibits the upload or transmission to United Artworks or the Sites of any pornographic, obscene, immoral, defamatory or otherwise illegal Content, Descriptive Information or other materials.
3.3    United Artworks reserves the right to delete, move, modify or refuse to accept or upload any Content, Descriptive Information or other materials to the Sites that it may determine, in its sole discretion, violates this Agreement or any of its policies, the intellectual or proprietary rights of third parties, any other applicable law or proprietary right, or is otherwise unacceptable.
3.4    By transmitting or uploading Content to United Artworks or the Sites, Supplier warrants that Supplier either owns or possesses the right to license all proprietary rights (including all copyrights) in and to the Content, Descriptive Information, and all materials and images contained within the Content and Descriptive Information, or that the Content and Descriptive Information and all materials and images contained therein fall within the public domain. Supplier will retain documentation evidencing their ownership of, or ability to use and license as required by this Agreement, the proprietary rights in and to the Content, Descriptive Information and all material and images contained therein throughout the Term (as defined in Section 8 below) of this Agreement and provide a copy to United Artworks if requested for any reason.
3.5    To the extent that the Content contains images of people or persons, Supplier represents and warrants that Supplier has obtained a valid and binding model release from all required parties in substantially the same form of model release that will permit the uses for such Content contemplated in this Agreement. Supplier also warrants that where required by applicable law, you have also obtained a valid and binding release in substantially the same form of property release relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the broad uses, including commercial use, of Accepted Content by potential licensees. Supplier will retain all original model or property releases throughout the term of this Agreement (as defined in Section 8 below) and provide a copy to United Artworks if requested for any reason.
3.6    Supplier further warrants that it possesses full power to grant the rights transferred by or otherwise contemplated in this Agreement.
3.7    Supplier agrees that neither United Artworks nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential, incidental or punitive, arising out of the use of or the inability to use any Content or Description Information, or any error, omission or other matter relating to a model or property release regarding Content or Descriptive Information.
3.8    You acknowledge that pursuant to this Agreement, the Accepted Content and/or Descriptive Information will be licensed with the intention that all licensees will adhere to the terms of the applicable End Use License Agreement (“EULA”). However, United Artworks cannot take responsibility for licensees’ compliance with the terms of the EULA. Supplier acknowledges that Accepted Content and/or Descriptive Information may be used in a manner not contemplated or permitted by this Agreement. Supplier also agrees that notwithstanding any rights you may have to pursue the licensees of such Content at law, United Artworks shall have no liability to Supplier or any third party claiming through you for any breach of any EULA by any licensee.
3.9    United Artworks shall make all reasonable efforts to credit Supplier as the source of Accepted Content, but shall have no liability for lack of credit. You acknowledge and accept and therefore waive any right to object to the fact that it is common business practice for licensees not to credit the creator of Accepted Content.

4.    Pricing and Compensation.
4.1    For any and all Accepted Content transmitted or uploaded by Supplier to United Artworks or the Sites, United Artworks and Supplier shall jointly determine the licensing fees offered to potential licensees via the Sites or other venues owned or operated by United Artworks. However, United Artworks reserves the right, in its sole discretion, to set the final licensee fees for any Accepted Content offered for license via the Sites or other venues owned or operated by United Artworks.
4.2    United Artworks agrees to pay Supplier a royalty on all licensing fees actually collected by United Artworks resulting from and in respect of any and all licenses issued to licensees worldwide for Accepted Content transmitted to United Artworks and/or uploaded to the Sites by the Supplier, in the amount of one-half of such licensing fees actually collected by United Artworks.
4.3    United Artworks will provide Supplier a royalty statement, reporting all licenses of Accepted Content sold during the applicable period, and will deliver payment of any royalties then due and payable to Supplier on account of all license sales within six (6) months following the initial offering of the Accepted Content for licensing by the public via the Sites or other venues owned or operated by United Artworks, and then at intervals of no more than every six (6) months thereafter. However, should such royalties owed Supplier by United Artworks fail to aggregate in excess of US$100, United Artworks shall retain owed royalties until they exceed such minimum amount or until the Agreement is terminated, whichever happens first.
4.4    In all cases, payment of royalties to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; (iv) all cancellations or refunds; (v) overpayment of royalties in a prior period; (vi) any amounts owing by the Supplier to United Artworks under this Agreement or otherwise; and/or (vii) any amounts to which United Artworks is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.
4.5    United Artworks shall not be required to pay royalties to the Supplier if United Artworks or prospective licensees are restrained or otherwise prevented from using rights granted pursuant to 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 or otherwise in violation of any other applicable law or proprietary right.

5. Notice. Supplier consents to receive any and all communications and notices required under this Agreement from United Artworks electronically. United Artworks will communicate with Suppliers via the email address most recently provided by Supplier and/or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications provide to you electronically by United Artworks satisfy any legal requirement or requirement of this Agreement that such communications be in writing.

6. Representations and Warranties.
6.1    Supplier hereby represents and warrants that Supplier is the sole and exclusive owner of all transmitted or uploaded Content and Descriptive Information not in the public domain, has the right to grant all of the rights granted herein, and has not previously granted any rights that would violate the Agreement or the rights of any third parties. 
6.2    Supplier further represents and warrants that the Content and Descriptive Information transmitted or uploaded to United Artworks is not pornographic, obscene, defamatory or otherwise illegal or immoral.
6.3    Supplier further represents and warrants that the Content and Descriptive Information transmitted or uploaded to United Artworks does not contain any disabling mechanism or feature preventing its use as contemplated herein, and that all Content and Descriptive Information will be free of any virus or other mechanism or device that may be used to modify, delete, damage or disable the Sites, the Content or any other hardware or computer system, in the possession of United Artworks, any potential licensee, or anyone else, in any way.
6.4     Supplier further represents and warrants that the Content transmitted or uploaded to United Artworks includes all complete and accurate Descriptive Information necessary to enable its effective marketing on the Sites.
6.5    Supplier further represents and warrants that the Content and Descriptive Information has not been obtained in any unlawful manner, whether civil or criminal.

7. Indemnity.
7.1    You agree to indemnify, defend and hold United Artworks and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable attorneys’ fees) incurred as a result of: (i) your use of the Sites; (ii) your provision of Content and Descriptive Information to United Artworks; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against United Artworks based upon a contention that any Content or Descriptive Information you provided to United Artworks infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party, or any other applicable law.
7.2    United Artworks reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with United Artworks' defense of such claim.
8. Term and Termination.
8.1    This Agreement is effective until terminated. Supplier may terminate this Agreement for any reason by providing thirty (30) days written notice to United Artworks via This email address is being protected from spambots. You need JavaScript enabled to view it. . United Artworks may also terminate this Agreement for any reason by providing Supplier thirty (30) days notice in accordance with this Agreement.
8.2    Either party shall be entitled to cancel this Agreement immediately upon written notice and without prejudice to any of its rights under this Agreement if: (i) the other party breaches this Agreement; or (ii) either party goes into compulsory liquidation, assigns its assets for the benefit of creditors, makes any composition with its creditors or takes advantage of any insolvency act.
8.3    Upon the termination of this Agreement, the grant of authority given to United Artworks shall cease subject to the following conditions: (i) United Artworks shall remove Accepted Content from the Sites within thirty (30) days of the termination of this Agreement, until which time United Artworks shall have the right to continue licensing Accepted Content; and (ii) regardless of the expiration or termination of this Agreement, United Artworks will continue, in accordance with this Agreement, to pay royalties or other compensation due, if any, to the Supplier pursuant to the provisions of Section 4 above.
8.4    Notwithstanding any other provision in this Agreement, the termination of this Agreement shall not alter or affect the rights granted to licensees by United Artworks pursuant to this Agreement. Termination of this Agreement shall operate without prejudice to the United Artworks' rights, defenses and limitations of liability provided under this Agreement, the Terms and Conditions and the Privacy Policy, which rights, defenses and limitations of liability shall survive termination of this Agreement.

9. Disclaimer of Warranties and Limitation of Liabilities.
9.1    THE SITES, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY UNITED ARTWORKS “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. UNITED ARTWORKS DOES NOT REPRESENT OR WARRANT THAT THE SITES OR THE CONTENT WILL BE MADE AVAILABLE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITES INCLUDING, WITHOUT LIMITATION, ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM UNITED ARTWORKS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.2    UNITED ARTWORKS AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL NOT BE LIABLE TO SUPPLIER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES IN CONNECTION WITH ANY CLAIM ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT SHALL UNITED ARTWORKS’ LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSEE FEES COLLECTED BY UNITED ARTWORKS FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM.
9.3    SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF UNITED ARTWORKS AND ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. General Provisions.
10.1    Agreements Referenced Herein. This Agreement is made in addition to the Terms and Conditions and Privacy Policy applicable to the Sites. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms and Conditions and the Privacy Policy and any other agreements that may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. In the event of any inconsistency between this Agreement, the Terms and Conditions, and the Privacy Policy, the terms of this Agreement shall govern.
10.2    Waiver. The failure or delay of either party to enforce at any time any of the provisions of this Agreement, or any right with regard hereto, shall in no way be construed to be a waiver of such provisions or any other provision herein or to be an estoppel or novation or in any way to affect the validity of this Agreement.
10.3    Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
10.4    Entire Agreement. This Agreement is intended for business partners of United Artworks and contains the entire agreement between the parties. There are no agreements, representations or warranties not set forth herein; all prior negotiations, agreements and undertakings are superseded by this Agreement. This Agreement may not be amended, modified or revised except in writing and signed by both parties.
10.5    Privacy. You understand and agree that information relating to you or any other person, such as a model, that you may provide to United Artworks may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. United Artworks will only use this information in accordance with the Privacy Policy and in connection with the performance of this Agreement.
10.6    Governing Law. This Agreement will be governed in all respects by the laws of the State of California without reference to its laws relating to conflicts of law.
10.7    Disputes. Any disputes arising from this Agreement or its enforceability shall be finally determined and settled by binding arbitration, rather than in court, in Oakland, California pursuant to the rules then obtaining of the American Arbitration Association. The arbitrator is directed to award to the prevailing party reasonable attorneys' fees, costs, and disbursements, including reimbursement for the cost of witnesses, travel, and subsistence during the arbitration and hearings. Any award rendered thereon may be entered in the highest court of the forum state or federal district having jurisdiction. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial. Notwithstanding the foregoing, the parties also both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.