Terms of Service for Creator Merchandise
These Merchandise Terms takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Metaforge Services (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 these Merchandise Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
We have done our best to make these terms clear, concise, and easy to read. Please feel free to reach out if you have any questions.
Whereas Creator owns and has the right to grant an interest in the Original Creations.
Whereas Creator's right was issued to Creator at a date prior to the signing of this agreement, by The United States Copyright Office.
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.
It is therefore agreed between the Parties as follows:
2. Granting of Rights
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 delivered to Metaforge:
(a) Via any of the Metaforge Services.
(b) In person to any Metaforge representative.
(c) Via physical mail to any of Metaforge's registered addresses.
(d) Via electronic mail to an email address owned by Metaforge.
3. Creator's Representations and Warranties
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 these Merchandise Terms.
Substantially contemporaneously with the signing of these Merchandise Terms, Creator shall deliver to Metaforge all relevant documents which are necessary for the use of the Original Creation.
Creator shall indemnify and hold Metaforge harmless from all losses, claims, damages, and expenses resulting from the breach of its representations and warranties.
4. Metaforge's Representations and Warranties
Metaforge shall, for the duration of the Service Terms, from the Effective Date of these Merchandise Terms, maintain the Original Creation in confidence, exercising the same degree of care Metaforge exercises with respect to Metaforge's own proprietary information.
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.
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.
As full consideration for the rights and licenses granted to Metaforge hereunder, Metaforge agrees to pay Creator:
The percent selected and submitted by Creator on the Creator Registration Form, of the Metaforge's net profits, monthly.
6. Payment of Royalties
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 these Merchandise Terms, 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 these Merchandise Terms. 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.
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.
Metaforge is under no obligation to pay a minimum royalty, unless otherwise agreed upon, in writing, by both parties.
7. Metaforge's Default
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 these Merchandise Terms and the rights and license granted hereunder. If such default is not cured within such 30 days, these Merchandise Terms shall thereafter terminate upon the date set in such notice without prejudice, however, to the Royalties due to Creator hereunder.
Except for any breach of these Merchandise Terms, 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 these Merchandise Terms.
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 these Merchandise Terms and was not previously received from the other party hereto. This provision will continue to be effective after the termination of these Merchandise Terms.
These Merchandise Terms may not be assigned by either party without the prior written consent of the other party.
These Merchandise Terms shall be severable. In the event any provision(s) of these Merchandise Terms 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.
Failure of either party at any time or from time to time to exercise any right under these Merchandise Terms shall not be deemed a waiver of such right, nor shall it prevent the party from subsequently asserting or exercising such right.
14. Governing Law
These Merchandise Terms shall be construed and governed according to the laws of the Commonwealth of Virginia.
Any notices to be given under these Merchandise Terms 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. Notice may also be given via any Metaforge Service. Mailed notices must be addressed to the registered addresses of the parties. Metaforge's registered address is available at the link under the Contact Us section of these Merchandise Terms. Creator is responsible for providing Metaforge their address when registering a Service Account, and updating it thereafter using the Support Form.
16. Other Rights
Nothing contained in these Merchandise Terms 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.
Metaforge welcomes your questions or comments regarding the Merchandise Terms via the form on our website:
Effective as of May 11, 2018
Last Updated: February 16, 2021