Vendor agreement

Last updated on September 1, 2016

Background

The Voxel Art Store is a publicly available site on which Vendor and the Company can distribute Packages to Customers.

This Agreement regulates the legal relationship between Vendor as a content creator and the Company as the operator of the Voxel Art Store.

The purpose of the Agreement is to establish the legal framework for the Vendor’s distribution of their Packages via the Voxel Art Store.

This Agreement is intended to protect the interests of Vendor as well as those of the Company. Vendor has been encouraged to examine this Agreement carefully and has been given the opportunity to ask clarifying questions prior to signing.

Definitions

For the purposes of this Agreement, the below terms shall have the following meanings unless otherwise stated or clear from the context:

Agreement: This Voxel Art Store Vendor Agreement.

Packages: Packages shall mean (i) Multimedia content (for example – without limitation – computer graphics, including 3D computer graphics, sounds and music), tutorials and other digital materials created in order to become integrated parts of electronic games (ii) Software or software development kits (SDKs) designed in order to facilitate the development of electronic games and interactive media in accordance with the Voxel Art Store Guidelines in force at any time, and distributed via the Voxel Art Store.

Brand Features: Any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.

Customer: Any person, company or other legal entity that will acquire licenses to Packages via the Voxel Art Store.

Incorporated Content: Content that cannot be extracted from an Package and used as stand-alone content without the use of reverse engineering tools or techniques, and which is not intended to be further distributed outside of the Package that contains the Incorporated Content.

Vendor: Any person, company or other legal entity who has accepted this Agreement by clicking and who is registered and approved by the Voxel Art Store to distribute Packages in accordance with the terms of this Agreement.

Party or Parties: The Company and/or Vendor

Payment Processor(s): Any party authorized by the Company to provide payment processing services for payments from Customers to the Company or payments made from the Company to Vendors for Packages distributed via the Voxel Art Store.

Company: Ruben Garcia Canto (15417877B), C/Oscar Espla, 2, 2ºB, Albatera, Alicante, Spain

Voxel Art Store: The Voxel Art Store site operated by the Company, where Vendors and the Company can distribute Packages directly to Customers.

Accepting this agreement

This Agreement forms a legally binding contract between Vendor and the Company, in relation to Vendor’s use of the Voxel Art Store to distribute Packages. In order to use the Voxel Art Store to distribute Packages, Vendor must first agree to this Agreement by checking the box indicating Vendor’s acceptance of this Agreement prior to distributing Packages on the Voxel Art Store. Vendor may not distribute Packages on the Voxel Art Store if Vendor does not accept this Agreement.

Any person who enters into this Agreement on behalf of Vendor represents and warrants that they have full legal authority to bind Vendor.

Vendor expressly accepts and agrees that the Company shall be entitled to forward Vendors name, address and other contact details to any third Party that reasonably claims that Vendor does not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Vendor’s Packages.

Pricing and payments

This Agreement covers both Packages that Vendor chooses to distribute for free and Packages for which Vendor charges a fee. All fees for Packages distributed via the Voxel Art Store must be processed by the Payment Processor.

Vendor may set the price for Vendor’s Packages in US Dollars (USD). For practical purposes all prices shall be fixed by Vendor at full USD amounts. (For example prices set at 5.99 USD may not be applied). The Voxel Art Store may display to Customers the price of Vendor’s Packages in USD or other currencies that the Company may consider expedient. The Company may choose to set different prices in other currencies, and shall not be responsible for the accuracy of the prices set, or for currency and conversion rates.

The prices that Vendor sets for Packages or the prices that the Company sets in other currencies than USD, whichever is applicable, will determine the amount of payment Vendor will receive. 70 (seventy) percent of the sales price (less any refunds, bank fees related to the transfer to the Vendor and less any taxes, levies and VAT or the like) will be remitted by the Company to the Vendor. The remaining 30 (thirty) percent will be allotted to and retained by the Company.

PayPal Accounts Paid Monthly. The parties agree that any balance in favor of Vendor will be calculated by the Company and made available to Vendor via a web page. The Company will use reasonable efforts to pay Vendor the applicable balance on a monthly basis as long as Vendor provides and maintains a valid PayPal account.

Vendor is solely responsible for payment of any taxes, levies and VAT or the like on any payments it receives from the Company regardless of which taxing jurisdiction that has the authority to collect such taxes, levies and VAT or the like.

Vendor may also choose to distribute Packages for free. If the Package is free, the Company shall not be entitled to receive the 30 (thirty) per cent listed in sections above. Vendor may not in the future collect charges from Customers for copies of the Packages that those Customers previously downloaded for free.

Special refund requirements

The Payment Processor’s standard terms and conditions regarding refunds will apply except the following terms apply to Vendor’s distribution of Packages on the Voxel Art Store:

Packages that can be previewed by the Customer (such as static pictures): No refund is required or allowed other than Packages that violate this Agreement or are taken down pursuant to this Agreement.

Packages that cannot be previewed by the Customer (such as software): Vendor authorizes the Company to give the Customer a full refund of the Package price if the Customer requests the refund within 2 (two) weeks after purchase.

In the event that a Customer returns any Packages and/or receives a refund, all license rights granted herein terminate and under the EULA and the Customer will be instructed to immediately destroy any and all copies contained on any type of media under the control or possession of the Customer.

Vendor support

Vendor will be solely responsible for support and maintenance of Vendor’s Packages and any complaints about Vendor’s Packages. Vendor’s contact information will be displayed in each Package detail page and made available to Customers for customer support purposes.

Failure to provide adequate support for Vendor’s Packages may result in low Package ratings, less prominent Package exposure, low sales and billing disputes. In the event of disputes for Packages sold for less than 50 USD, the Company may at Vendor’s expense decide that the full purchase price shall be refunded to the Customer and charged back in full to the Vendor, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Packages sold at 50 USD or more will be handled in accordance with the Payment Processor’s standard policy.

Reinstalls

Vendor acknowledges and agrees that Customers that have licensed an Package will have the ability to access and download the Package for as long as the Package is available on the Voxel Art Store. Customer’s use of the Package shall remain subject to the EULA.

Donations

Vendors of free Packages may request and accept indirect donations for their work, provided that the following conditions are complied with:

Donations shall be handled via the Vendor’s own payment transaction system on their own website.

Vendor’s free Packages may not have a special enhanced version of this Package which Vendor markets outside of the Voxel Art Store (and thus circumventing the payment in favor of the Company, as specified in Pricing and payments section above).

Donation requests shall be mentioned by use of the text: “donations accepted” on the Package’s Voxel Art Store page/description itself.

Use of Voxel Art Store by Vendor

Except for the license rights granted by Vendor in license grants section below, the Company agrees that it obtains no right, title or interest from Vendor (or Vendor’s licensors) under this Agreement in or to any Package supplied by Vendor, including any intellectual property rights which subsist in those Packages.

Vendor agrees to use the Voxel Art Store only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Denmark or other relevant countries).

Vendor agrees that Vendor will protect the privacy and legal rights of Customers. If the Customers provide Vendor with, or Vendor’s Packages access or use, Customer names, passwords, or other login information or personal information, Vendor must make the Customers aware that the information will be available to Vendor, and Vendor must provide a legally adequate privacy notice and protection for those Customers. Further, Vendor may only use that information for the limited purposes for which the Customer has given Vendor permission to do so. If Vendor’s Packages store personal or sensitive information provided by Customers, it must do so securely and only for as long as it is needed and in full compliance with any applicable law regarding Vendor’s access or use of such information. But if the Customer has opted into a separate agreement with Vendor that allows Vendor or Vendor’s Package to store or use personal or sensitive information directly related to Vendor’s Package then the terms of that separate agreement and any applicable privacy laws will govern Vendor’s use of such information.

Prohibited actions

Vendor agrees that Vendor will not engage in any activity with the Voxel Art Store, including the development or distribution of Packages, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to Customers, the Company, payment providers or any network operator.

Vendor may not use customer information that Vendor has obtained from the Voxel Art Store or Customers acquired via the Voxel Art Store to sell or distribute Packages outside of the Voxel Art Store.

Non-Compete

Vendor may not use the Voxel Art Store to distribute or make available any Package whose primary purpose is to facilitate the distribution of Packages outside of the Voxel Art Store.

Vendor agrees that Vendor is solely responsible for (and that the Company has no responsibility to Vendor or to any third party for) any Packages Vendor distributes through the Voxel Art Store and for the consequences of Vendor’s actions (including any loss or damage which the Company may suffer) by doing so.

Vendor agrees that Vendor is solely responsible for (and that the Company has no responsibility to Vendor or to any third party for) any breach of Vendor’s obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which the Company or any third party may suffer) of any such breach.

Package rating

The Voxel Art Store will allow Customers to rate Packages. Only Customers who download the applicable Package will be able to rate it. Package ratings will be used to determine the placement of Packages on the Voxel Art Store with higher rated Packages generally given better placement, subject to the Company’s ability to change placement at the Company’s sole discretion. The Company reserves the right to display Packages to Customers in a manner that will be determined at the Company’s sole discretion.

Vendor’s Packages may be subject to ratings to which Vendor may not agree. In addition other factors that the Company deems relevant such as (but not limited to) community ratings and Vendor’s history may influence such ratings. Vendor may contact the Company if Vendor has any questions or concerns regarding such ratings.

Marketing Vendor’s Packages

Vendor will be responsible for uploading Vendor’s Packages to the Voxel Art Store, providing required Package information to Customers, and accurately disclosing the security permissions necessary for the Package to function on Customer’s equipment. Packages that are not properly uploaded will not be published in the Voxel Art Store.

Restricted content

Vendor shall not distribute via the Voxel Art Store any Package, including a software development kit, that enables the delivery of services.

Vendor agrees that it will not upload, post or otherwise transmit via the Voxel Art Store any Package or other content, which is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to the Company or Voxel Art Store or Customers. In addition any Package that Vendor distributes on the Voxel Art Store must adhere to the Voxel Art Store Guidelines in force at any time, provided that in case of conflict between such Guidelines and this Agreement, this Agreement shall govern. While the Company does not undertake any legal obligation to monitor the Packages or their content, the Company reserves the right to do so, and if the Company is notified by Vendor or otherwise becomes aware and determines in its sole discretion that an Package or any portion thereof that Vendor  has uploaded to the Voxel Art Store does not adhere to the Voxel Art Store Guidelines in force at any time, then the Company shall be entitled to demand that Vendor edits and makes such other changes in the Package, including – but not limited to – changes in materials and descriptions that form part of the Package, for example with a view to adapt the Package to the design of the Voxel Art Store and to avoid any defects in relation to the design of the Voxel Art Store. Finally the Company shall itself be entitled to edit and make such changes in the Package. In addition Packages may be withdrawn from the Voxel Art Store at any time without prior notice at the Company’s sole discretion.

Vendor represents and warrants that images and text that are intended to market the Packages that Vendor has uploaded to Voxel Art Store are truthful, accurate and does not misrepresent the Package, for example – without limitation – by way of screen shots that do not match the content of the Package.

Vendor represents and warrants that its Packages shall not contain any software licensed under the GNU General Public License or GNU Limited (Lesser) General Public License, or any other license with terms that include a requirement to extend such license to any modification or combined work and provide for the distribution of the combined or modified product’s source code upon demand so that Customer content becomes subject to the terms of such open source license; or (ii) any software that is a modification or derivative of any software licensed under the GNU General Public License, Limited (Lesser) Public License, or license with terms similar thereto so that Customer content become subject to the terms of such open source license.

License grants

Vendor grants to the Company a nonexclusive, worldwide, and royalty-free license to: copy, perform, distribute, modify, display, and use the Packages for administrative and demonstration purposes in connection with the operation and marketing of the Voxel Art Store.

Except for the payment of the 70 (seventy) per cent listed in pricing and payments section above Vendor grants to the Company a non-exclusive, and royalty-free license to distribute the Packages from the Voxel Art Store.

The Company may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as the Company. After termination of this Agreement, the Company will not distribute Vendor’s Packages to Customers that have not previously licensed Vendor’s Packages, but may retain and use copies of the Packages in order for the Company to be able to fulfill any obligations towards Customers that will survive the removal of an Package from the Voxel Art Store (for example reinstalls clause).

Vendor grants to the Company a non-exclusive, worldwide license to any Package that Vendor uploads to the Voxel Art Store in any medium now known or hereinafter invented to: (a) reproduce, license, and distribute Vendor’s Packages on Vendor’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Packages and the contents thereof for the purpose of demonstrating or promoting Vendor’s Packages or those of the Voxel Art Store; (c) use any trademarks, service marks or trade names incorporated in Vendor’s Package in connection with Vendor material; and (d) use the name and likeness of any individuals represented in Vendor’s Package only in connection with Vendor’s material.

Vendor agrees that, pursuant to the EULA, it will grant to the Customer who acquires an Package submitted by the Vendor, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit the Package for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Package; and (c) use the name and likeness of any individuals represented in the Package.

All Packages that Customers purchase from the Voxel Art Store shall be subject to the Company’s standard EULA, unless otherwise agreed by the parties in writing.

Vendor hereby acknowledges that the applicable EULA for each of the Packages is solely between Vendor and the Customer, and the Company shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Vendor or any Customer of any of the terms and conditions of any EULA.

Vendor represents and warrants that Vendor has all intellectual property rights necessary for Vendor to grant the Company the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Vendor’s Packages. If Vendor uses third-party materials, Vendor represents and warrants that Vendor has the right to distribute the third-party material in the Packages. Vendor agrees that Vendor will not submit material to Voxel Art Store that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless Vendor is the owner of such rights or has permission from the rightful owner to submit the material.

Brand features and publicity

Each Party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither Party grants, nor shall the other Party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other Party.

Subject to the terms and conditions of this Agreement, Vendor grants to the Company and its affiliates a limited, non-exclusive license during the term of this Agreement to display Vendor’s Brand Features, submitted by Vendor to the Company, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Vendor’s Packages through the Voxel Art Store, or to otherwise fulfill its obligations under this Agreement.

If Vendor discontinues the distribution of specific Packages on the Voxel Art Store, the Company will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Package’s Brand Features, except as necessary to allow the Company to effectuate pricing and payments section.

Nothing in this Agreement gives Vendor a right to use any of the Company’s Brand Features.

Publicity

In addition to the license granted in brand features and pulicity section above, for purposes of marketing the presence, distribution and sale of the Vendor’s Package in the Voxel Art Store, the Company and its affiliates may include Vendor’s Brand Features, submitted by Vendor to the Company:

  • Within the Voxel Art Store and in any the Company-owned online or mobile properties.
  • In online or mobile communications outside the Voxel Art Store when mentioned along with other Packages from the Voxel Art Store.
  • When making announcements of the availability of the Package online or on mobile devices.
  • In presentations.
  • In customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on the Company websites, including the Voxel Art Store).

If Vendor discontinues the distribution of specific Packages on the Voxel Art Store, the Company will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Package’s Brand Features for such marketing purposes.

Package takedowns

Vendor’s takedowns

Vendor may remove Vendor’s Packages from future distribution via the Voxel Art Store at any time, but Vendor must comply with this Agreement and the Payment Processor’s terms of service for any Packages distributed through the Voxel Art Store, including but not limited to refund requirements. Removing Vendor’s Packages from future distribution via the Voxel Art Store does not (a) affect the license rights of Customers who have previously purchased or downloaded Vendor’s Packages, (b) remove Vendor’s Packages from Customers’ equipment or from any part of the Voxel Art Store where previously purchased or downloaded Packages are stored on behalf of Customers, or (c) change Vendor’s obligation to deliver or support Packages or services that have been previously purchased or downloaded by Customers. Notwithstanding the foregoing, in no event will the Company maintain on any portion of the Voxel Art Store (including, without limitation, the part of the Voxel Art Store where previously purchased or downloaded Packages are stored on behalf of Customers) any Packages that Vendor has removed from the Voxel Art Store and provided written notice to the Company that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party’s right of publicity or privacy, or (iv) an allegation or determination that such Package does not comply with applicable law.

If Vendor removes an Package from the Voxel Art Store pursuant to clauses of vendor’s takedowns section, and a Customer purchased such Package within a year before the date of takedown, at the Company’s request, Vendor must refund to the affected Customer all amounts paid by such Customer for such affected Package, including the 30 (thirty) per cent that the Company has received, pricing and payments section above. Alternatively, the Company may elect to deduct and withhold such refund amount from any current Customer balance.

The Company takedowns

While the Company does not undertake any legal obligation to monitor the Packages or their content, the Company reserves the right to do so, and, if the Company is notified by Vendor or otherwise becomes aware and determines in its sole discretion that an Package or any portion thereof or Vendor’s Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates the Company’s hosting policies or other terms of service as may be updated by the Company from time to time in its sole discretion; (d) is being distributed by Vendor improperly; (e) may create liability for the Company; (f) is deemed by the Company to have a virus or is deemed to be malware, spyware or have an adverse impact on the Company; (g) violates the terms of this Agreement or the Voxel Art Store Guidelines; or (h) the display of the Package is impacting the integrity of the Company servers (i.e., Customers are unable to access such content or otherwise experience difficulty), the Company may demand that Vendor fixes the Package. In addition the Company shall itself be entitled to edit and make changes in the Package. Finally the Company shall be entitled to remove the Package from the Voxel Art Store immediately, or reclassify the Package at its sole discretion and without any liability. The Company reserves the right to suspend and/or bar any Vendor from the Voxel Art Store at its sole discretion.

In the event that Vendor’s Packages are removed by the Company because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party’s right of publicity or privacy, or does not comply with applicable law, and a Customer purchased such Package within a year before the date of takedown: (i) Vendor must refund to the Company, a sum corresponding to the full purchase price that the Customer has paid for the Package in question and the Company will then repay the full price to the Customer, and (ii) the Company may, at its sole discretion, withhold from Vendor’s future sales the amount in subsection (i) immediately above.

In addition to the reasons specified in the Company takedowns section the Company may remove Packages from the Voxel Art Store at the Company’s sole discretion after providing 30 days notice.

Vendor’s upgrades of Packages

Vendor agrees that Vendor will, at no cost to Customers and the Company, supply via the Voxel Art Store any upgrades or otherwise updated versions of all Packages that a Customer has acquired from the Voxel Art Store. For the avoidance of doubt, this does also apply to any Package that has been distributed for free via the Voxel Art Store.

Privacy, information and confidentiality

In order to continually innovate and improve the Voxel Art Store, the Company may collect certain usage statistics from the Voxel Art Store, including but not limited to, information on how the Voxel Art Store is being used.

The data collected is examined in the aggregate to improve the Voxel Art Store for Customers and Vendors and is maintained in accordance with the Company’s privacy policy in force at any time. To ensure the improvement of Packages, the Company may, at its discretion, through provide limited aggregated, anonymous data to the Vendor.

Vendor agrees to receive regular email communications from the Company regarding the Voxel Art Store.

Termination

This Agreement will continue to apply until terminated by either Vendor or the Company as set out below.

Vendor may terminate this Agreement by ceasing use of the Voxel Art Store and removing any Packages from the Voxel Art Store.

the Company may at any time, terminate this Agreement if: (A) Vendor breaches the Agreement; (B) the Company is required to do so by law; or (C) the Company decides to no longer provide the Voxel Art Store.

Upon termination, all of the legal rights, obligations and liabilities that Vendor and the Company have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation.

Either party may terminate this Agreement at any time by providing notice to the other party.

Disclaimer of warranties

VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT VENDOR’S USE OF THE VOXEL ART STORE IS AT VENDOR’S SOLE RISK AND THAT THE VOXEL ART STORE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

VENDOR’S USE OF THE VOXEL ART STORE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VOXEL ART STORE IS AT VENDOR OWN DISCRETION AND RISK AND VENDOR IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO VENDOR’S COMPUTER SYSTEM OR OTHER EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT THE COMPANY IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF VENDORS PACKAGES OUTSIDE THE VOXEL ART STORE INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF PACKAGES FROM PIRATE WEB SITES OR THE LIKE. THE COMPANY EXPRESSLY DISCLAIMS ANY SUCH LIABILITY.

THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of liability

VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT THE COMPANY AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO VENDOR BY THE COMPANY IN THE PAST SIX MONTHS FOR THE PACKAGES RELATING TO THE DISPUTE. IN NO EVENT WILL THE COMPANY OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE VOXEL ART STORE OR ANY PACKAGES DOWNLOADED OR OTHERWISE OBTAINED FROM THE VOXEL ART STORE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Indemnifications

To the maximum extent permitted by law, Vendor agrees to defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, employees and agents, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Vendor’s use of the Voxel Art Store in violation of this Agreement, (b) Vendor’s Packages that infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defame any person or violate their rights of publicity or privacy or (c) Vendor’s delivery of any services to Customers.

To the maximum extent permitted by law, Vendor agrees to defend, indemnify and hold harmless the applicable Payment Processors (which may include the Company and/or third parties) and the Payment Processors’ affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Vendor’s distribution of Packages distributed via the Voxel Art Store.

Changes of the agreement

The Company may make changes to this Agreement at any time by posting a revised Agreement in Voxel Art Store.

General legal terms

This Agreement constitutes the whole legal agreement between Vendor and the Company and governs Vendor’s use of the Voxel Art Store, and completely replaces any prior agreements between Vendor and the Company in relation to the Voxel Art Store.

Vendor agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

Vendor acknowledges and agrees that each member of the group of companies to which the Company belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

EXPORT RESTRICTIONS. PACKAGES ON THE VOXEL ART STORE MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. VENDOR MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO VENDOR’S DISTRIBUTION OR USE OF PACKAGES. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS AND CUSTOMERS.

The rights granted in this Agreement may not be assigned or transferred by Vendor without the prior written approval of the Company and Vendor shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of the Company. The rights granted in this Agreement may be assigned or transferred by the Company without Vendor’s prior approval. In addition the Company shall be permitted to delegate its responsibilities or obligations under this Agreement without Vendor’s approval.

This Agreement, and Vendor’s relationship with the Company under this Agreement, shall be governed by the laws of Denmark without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding this, Vendor agrees that the Company shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

The obligations in sections above will survive any expiration or termination of this Agreement.

Vendor agreement Updates

We reserve the right to modify this agreement at any time. We recommend you review this page frequently. If we make material changes to this agreement, we may notify you on our website, by a blog post, by email, or by any method we determine. The method we chose is at our sole discretion. We will also change the last updated date at the beginning of this page. Any changes we make to our vendor agreement are effective as of this last updated date and replace any prior vendor agreement.

Contact Us

If you have any questions about our vendor agreement, please visit this page where you can find all the necessary information to contact us.