Last updated: Februari 1, 2018
1.2. Account: when your Account is referred to in these Publisher General Terms, your Publisher Account is meant. 1.3. Buyer: User who has downloaded and/ or purchased an Asset from Publisher on the Marketplace (whether paid or unpaid)
1.4. Commission: The percentage of the Purchase Price that the Publisher owes to Chopchopchop upon the Purchase for the use of the Services, including VAT if applicable and other taxes and/or levies due by Chopchopchop in relation to its Commission.
1.5. Submission Guidelines: our quality criteria as included on the Submission Guidelines page.
2. Becoming a Publisher
2.1. You can become a Publisher by completing the Publisher registration process as described on the Website. Once your Publisher Account is approved and activated, you can start uploading your Assets.
2.3. We retain the right to refuse Publisher registrations at our sole discretion.
2.4. We retain the right to (temporarily or definitively) deactivate or remove Publisher Accounts in case of complaints regarding the Publisher; if a Publisher has repeatedly uploaded Assets that to our sole discretion are not in line with applicable requirements; or if we believe that the presence of the particular Publisher may in any way be harmful to our reputation, the Website or the Users.
3. Uploading your Assets
3.1. When you want to upload an Asset, log into your Account and follow the related instructions there.
3.2. You understand and accept that when your Asset is uploaded to the Website and approved, it is available for purchase by any User through the Website. You will not be able to control the purchase process and the conclusion of Purchase Agreements when the Asset is uploaded to the Marketplace.
3.3. Before you upload the Asset, make sure it meets the criteria set out on our Submission Guidelines page. These Submission Guidelines may be updated from time to time, so check back to the page whenever you upload an Asset.
3.4. You warrant that the uploaded Asset is at all times (i) in accordance with its descriptions and previews; and (ii) that the Asset, including its description and previews, as well as publication and use of the Asset, do not infringe third party rights, whether Intellectual Property or any other rights, nor are unlawful in any other way.
3.5. Publisher will be solely responsible for conformity, support and maintenance of his Assets and any related complaints.
4. Changes and removal of Assets
4.1. When the Submission Guidelines are updated, you must within one month check your uploaded Assets and where needed make changes to bring them in line with any new criteria. We will send you an e-mail or post a notification in the Publisher Accounts when the Submission Guidelines are updated, reminding you to check your Assets.
4.3. This however does not mean that we undertake any obligation to review or monitor your Assets or other User Materials. It is your own responsibility to ensure that your Assets and User Materials comply with applicable requirements.
5. Purchase Agreements
5.1. You agree that when a User completes the purchase process for your Asset on the Website, this will result in a Purchase Agreement being concluded and coming into effect between you (Publisher) and the Buyer (User). Publisher agrees that Chopchopchop sends an e-mail to the Buyer and the Publisher confirming the purchase and containing a copy of the Purchase Agreement for the relevant Asset.
5.2. If you do not wish to become bound to Purchase Agreements as described above, you must refrain from uploading to and/or remove your Assets from the Marketplace.
5.3. Publisher will keep a proper administration in relation to its use of the Website and concluded Purchase Agreements. This includes keeping copies of concluded Purchase Agreements.
6. License and Intellectual Property
6.1. Publisher agrees and accepts that a Buyer will obtain an Asset License as included in these Publisher Terms as Annex 1. You warrant that you are entitled to grant this license to other Users.
6.2. Additionally, Publisher provides Chopchopchop a license to use its trademarks and tradename as well as (parts of) its Assets to publish or otherwise provide overviews and examples of (some of) its Users and Assets, for promotional purposes.
6.3. All Intellectual Property in the Asset remains with the Publisher and / or its licensors. No transfer of intellectual property rights takes place by uploading or downloading Assets onto / from the Marketplace.
7. Price and Payment
7.1. Publishers are free to set their own Purchase Price for their Assets. The Purchase Price may also be zero (0), allowing Users to download the Asset for free.
7.2. By creating a Publisher Account, each Publisher appoints Chopchopchop to on its behalf receive, and accept the Purchase Price from the Buyers, and thereafter hold the received amounts until the moment of pay-out (see below). Accordingly, each Buyer pays the Purchase Price to Chopchopchop.
7.3. Each Publisher understands that Chopchopchop’s obligation to pay the Publisher is subject to and conditional upon successful receipt of the associated payments from Buyers. Chopchopchop does not guarantee payments to Publishers for amounts that Chopchopchop has not successfully received from Buyers.
7.4. To help combat fraud, payments are held by Chopchopchop for 30 days before processing.
7.5. Publisher agrees that any balance in favour of Publisher will be calculated by Chopchopchop and made available to Publisher via a web page. If Publisher provides an active Paypal account, Chopchopchop will endeavour to pay out the applicable balance each month. You are paid for a month’s sales after the 30 days period mentioned in 7.4. , around the first of the month. For instance, all sales done in June will be paid around the 1st of August.
7.6. Publisher must have a valid Paypal account to receive Chopchopchop payments.
7.7. Notwithstanding anything else herein, if Publisher is an individual or company resident in the European Union, provision to Chopchopchop of Publishers’ VAT identification number) shall be a condition precedent to any payment obligation of Chopchopchop under this Agreement; for greater certainty, (a) unless and until Chopchopchop is provided with the Publishers’ VAT number, Chopchopchop is under no obligation to make any payment to the Publisher; and (b) upon being provided with the VAT number, accrued amounts will become payable hereunder, but no interest will be payable on those amounts.
7.8. Our Commission is 30% of the Purchase Price. For the avoidance of doubt, if you set the Purchase Price at 0 (zero), we will not charge a Commission over the Purchase (download) of such Asset.
7.9. Chopchopchop may, in connection with the sale of Asset Licenses to Buyers, and in its discretion, issue to Buyers refunds, rebates, and credits. Any refunds will be deducted from the calculation of the Purchase Price. And for purposes of calculating the amount payable to Publisher, the amount of any such rebates and credits issued to Buyers will be deducted from the base price used to calculate the amount payable by Chopchopchop to the Publisher.
7.91. Publisher is and remains solely responsible for payment of any VAT, and other taxes, levies or the like on the Purchase Price and on any payments it receives from Chopchopchop.7.10. Notwithstanding the above, Chopchopchop will be entitled to set off and suspend payment to the Publisher, in particular in the event that the Buyer has given notice of a dispute due to, e.g., nonconformity of the Asset.
8.1. Publisher acknowledges and accepts that a Buyer may be a consumer having consumer rights under mandatory laws of his/her country of residence. Publisher will respect such rights and take any measures necessary to ensure compliance in case a Buyer invokes such consumer rights.
8.2. The General User Terms invoke the exception to the right of withdrawal for downloadable digital content. Publisher acknowledges that nevertheless it cannot be excluded that in certain cases consumers residing within the European Economic Area may still successfully invoke the right to withdraw from a Purchase Agreement.
9.1. Publisher will make sure to comply with any laws regarding the export of data or software to and from the Netherlands or other relevant countries.
10. Liability and indemnification
10.1. In the event of any failure of the Publisher to comply with its obligations under its User Agreement or these Publisher General Terms, Publisher will be liable for any and all damage and costs that Chopchopchop sustains and/or incurs as a result.
10.2. Publisher indemnifies Chopchopchop against any claims brought by a Buyer in connection with any nonconformity of the Asset; and against any third party claims in relation to (alleged) infringement of Intellectual Property or other rights by the Asset, its description or previews, or by the publication or use of the Asset.
11. Amendments and severability
This Asset License and its conditions apply to the Purchase Agreement between the User and the Publisher relating to a specific Asset, as referred to in the Purchase Agreement.
1.1. Words that are ‘capitalised’ in this Asset License have the meaning as defined in the Chopchopchop General User Terms or here below.
1.2. Project: the User’s own project incorporating the Asset as a component or building block.
1.3. The User, Publisher and Asset here refer to the specific User; Publisher; and Asset referred to in the Purchase Agreement.
1.4. Publisher grants the User a license to use the purchased Asset as a component of or building block for creating its own Project. The User may provide its Project as an end-product to its own customer(s) and license them to use the Project as part of their event, website or otherwise.
1.5. Aforementioned license is non- exclusive, worldwide and for any medium. The license includes the right to: (a) reproduce the Asset to create a Project; and to (b) reproduce, post, promote, license, publicly perform, publicly display, digitally perform, or transmit the Asset as part of the Project for personal, promotional and commercial purposes; (c) within this context use the name and likeness of any individuals represented in the Asset; and (d) use any trademarks, service marks or trade names incorporated in the Asset to indicate the author and/or origin of the Asset.
1.6. User is explicitly not allowed to sell or sublicense the Asset ‘as such’ to third parties, nor as (part of) a tool for third parties to create TouchDesigner projects and/or visual creations.
3.7. This license will remain in effect indefinitely, until terminated pursuant to the following. If either User or Publisher terminates the Purchase Agreement, this license will be automatically terminated.