Creator Terms of Service
1.1 This Creator Terms of Service (this “Agreement”) contains the terms and conditions that govern the rights to Original Creations (as defined in section 19 of the Agreement) and is an agreement between Metaforge LLC of 12020 Sunrise Valley Drive Suite 100, Reston, Virginia 20191, firstname.lastname@example.org, including any and all Employees or Representatives of Metaforge LLC (also referred to as “Metaforge,” “we,” “us,” or “our”), and the individual or company and representative specified when submitting the Creator Registration Form (“Creator” “you” or “your”) of the address provided in the same form.
1.2 This Agreement takes effect at either the date Creator clicked an “I, the Individual or Representative named above, have fully read, understand, and agree to the terms of the Creator Royalty Agreement” button or check box presented with these terms or, if earlier, when Creator provides Original Creations to Metaforge (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1.3 Whereas Creator owns and has the right to grant an interest in the Original Creations.
1.4 Whereas Creator's right was issued to Creator at a date prior to the signing of this agreement, by The United States Copyright Office.
1.5 Whereas Metaforge desires to make use of Creator's property for a specific period by paying a percentage of Metaforge's profits as Royalty to Creator apart from the lump sum payment Metaforge pays Creator for the permission to use the Property.
1.6 Please see Section 21 for definitions of certain capitalized terms used in this Agreement.
1.7 It is therefore agreed between the Parties as follows:
2. GRANTING OF RIGHTS.
2.1 Creator hereby grants to Metaforge the rights and license, in the United States of America and its territories, to use any and all Original Creations expressly designated as an Original Creation that shall be governed by the terms of this agreement, delivered to Metaforge:
(a) In person.
(b) Via physical mail, to the address listed in section 2.1.
(c) Via electronic mail, to an email address under the metaforge.com Internet domain.
(d) Via the Artwork Upload Form located at the website metaforge.com.
3.1 This agreement shall be set forth for the term of at least one calendar month from the date set forth in the introductory paragraph. The term of this agreement shall extend indefinitely, in one calendar month intervals. This Contract may be terminated by either party upon 30 days prior written notice to the other party. An email notice by one party will suffice.
4. CREATOR'S REPRESENTATIONS AND WARRANTIES.
4.1 Creator represents and warrants that it owns the Original Creation; that it has the right to grant any license or permission for using the Original Creation for which Creator exercises its option hereunder; and that it has the right to enter into this Agreement.
4.2 Substantially contemporaneously with the signing of this Agreement, Creator shall deliver to Metaforge all relevant documents which are necessary for the use of the Original Creation.
4.3 Creator shall indemnify and hold Metaforge harmless from all losses, claims, damages and expenses resulting from the breach of its representations and warranties.
5. METAFORGE'S REPRESENTATIONS AND WARRANTIES.
5.1 Metaforge shall, for the period set fourth in section 1, from the effective date of this Agreement, maintain the Original Creation in confidence, exercising the same degree of care Metaforge exercises with respect to Metaforge's own proprietary information.
5.2 In the event Metaforge becomes aware of any act or event which has or may have the effect of compromising the confidentiality with regard to the Original Creation, such as a Court Order requiring Metaforge to produce documentation with regard to the Original Creation, Metaforge shall promptly notify Creator thereof and consult with Creator with respect to the manner in which such compromise can be mitigated.
5.3 To the extent that Metaforge's negligence is the cause of any personal injury or property damage suffered by Metaforge, any of its affiliates or subsidiaries and/or any of their respective employees in the course of using the Original Creation hereunder, Metaforge hereby indemnifies Creator and shall hold Creator harmless against any such claims, demands or losses for personal injury or property damage in the course of using the Original Creation, provided that Metaforge is given prompt written notice of any such claim and has the right to control the defense of any such claim including the right to compromise any such claim on such terms as Metaforge deems reasonable.
6.1 As full consideration for the rights and licenses granted to Metaforge hereunder, Metaforge agrees to pay Creator:
6.2 The percent selected and submitted by Creator on the Creator Registration Form, of the Metaforge's net profits, monthly.
7. PAYMENT OF ROYALTIES.
7.1 The Metaforge shall keep an accurate account of the revenue generated by using the Original Creation under the scope of the right granted hereunder and shall render a statement in writing to Creator within 30 days after the end of each calendar month during the term of this Agreement, and shall, concurrently with the rendering of such statement, pay to Creator the amount of the Royalties accrued during the corresponding calendar month. Creator shall have the right, not more often than once in any calendar year, to have an independent certified public accountant acceptable to Metaforge examine the books of Metaforge to verify the Royalty statements and Royalties due to Creator pursuant to this Agreement. The cost of such examination shall be borne by Creator, unless such examination determines that Metaforge has underpaid the Royalties due hereunder; in which event, Metaforge shall pay the cost of such examination.
7.2 Metaforge is under no obligation to render statements or to make payment of Royalties as herein provided, if no revenue is generated by using the Original Creation under the scope of the right granted hereunder, during any single calendar month.
7.3 Metaforge is under no obligation to pay a minimum royalty, unless otherwise agreed upon, in writing, by both parties.
8. METAFORGE'S DEFAULT.
8.1 If Metaforge fails to render statements or to make payment of Royalties as herein provided for months in which revenue was generated by using the Original Creation under the scope of the right granted hereunder, Creator may, upon 30 days' written notice to Metaforge, terminate this Agreement and the rights and license granted hereunder. If such default is not cured within such 30 days, this Agreement shall thereafter terminate upon the date set in such notice without prejudice, however, to the Royalties due to Creator hereunder.
9.1 Except for any breach of this Agreement, neither party hereto shall be liable for any claims for personal injury or property damage suffered by the other party hereto or any third party resulting from any activity of either of the parties under or relating to this Agreement.
10.1 Metaforge and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Metaforge, or divulge, disclose, or communicate in any manner, any information that is proprietary to Creator and its employees, agents, and representatives and will protect such information and treat it as strictly confidential. The parties' obligations of confidentiality hereunder shall not apply to information either party possessed on the effective date of this Agreement and was not previously received from the other party hereto. This provision will continue to be effective after the termination of this Agreement.
11.1 Metaforge may terminate this Agreement by giving notice thereof to Creator if:
11.2 Creator makes a general assignment of substantially all of its assets for the benefit of creditors; or,
11.3 A petition in bankruptcy or under any insolvency law is filed by or against Creator and such petition is not dismissed within sixty (60) days after it has been filed; or,
11.4 Creator commits a breach of a material obligation hereunder; provided, however:
(a) In the case of a breach by Creator which is capable of being cured, Metaforge may not terminate this Agreement unless and until Creator shall have failed to correct such breach within thirty (30) days after it shall have been served with a notice specifying the breach, requiring that such breach be corrected, and stating Metaforge's intention to terminate the Agreement if the breach is not corrected within such thirty (30) day period; and,
(b) If the breach is not one which can reasonably be corrected within thirty (30) days, Metaforge may not terminate this Agreement unless Creator fails to begin diligent efforts to correct such breach within such thirty (30) day period and such breach is not completely corrected within one hundred eighty (180) days after service of the foregoing notice.
12.1 This Agreement may not be assigned by either party without the prior written consent of the other party.
13.1 This Agreement shall be severable. In the event any provision(s) of this Agreement is deemed by any court of competent jurisdiction to be unenforceable, illegal or contrary to public policy, the provision found to be unenforceable, illegal or contrary to public policy shall be stricken and the remainder of the Agreement shall remain in force.
14.1 Failure of either party at any time or from time to time to exercise any right under this Agreement shall not be deemed a waiver of such right, nor shall it prevent the party from subsequently asserting or exercising such right.
15. GOVERNING LAW.
15.1 This Agreement shall be construed and governed according to the laws of the Commonwealth of Virginia.
16.1 Any notices to be given under this Agreement by either party to the other may be effected either by personal delivery in writing, by physical mail, or electronic mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the addresses of the parties as they appear in the introductory paragraph of this Agreement and page 1, section 1.1, but each party may change address by written notice in accordance with this paragraph.
17. ENTIRE AGREEMENT.
17.1 This Agreement and any attachments hereto constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written. No modification or claimed waiver of any of the provisions hereof shall be valid unless in writing and signed by the parties against whom such modification or waiver is sought to be enforced.
18. OTHER RIGHTS.
18.1 Nothing contained in this Agreement shall be construed as conferring by implication, estoppels, or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to that party.
19.1 “Original Work of Authorship” shall mean a work that is independently created by a human author and possesses at least some minimal degree of creativity. A work is “fixed” when it is captured (either by or under the authority of an author) in a sufficiently permanent medium such that the work can be perceived, reproduced, or communicated for more than a short time. The authoritative source for the full definition of this term and the categories of works included is the Copyright Act, codified in Title 17 of the United States Code.
19.2 “Original Creation” shall mean an Original Work of Authorship created by Creator.
19.3 ”Net Profits" shall mean the total revenue received by Metaforge from the use of the Original Creation, less:
(a) all direct manufacturing and marketing expenses, including commissions payable to third parties;
(b) all direct overhead and general administrative expenses, excluding taxes; and
(c) all other amounts agreed to be excluded by written approval of Creator.
Effective as of May 11, 2018
Last Updated: February 16, 2021