Creator Agreement – Blackmedia

TERMS AND AGREEMENTS

PRIVACY RESOURCES

Templates and Libraries Creator Agreement

Effective date: January 19, 2024

Please read the terms and conditions of this Templates and Libraries Creator Agreement (“Agreement”) carefully before contributing any Media (defined below) to the Marketplace (defined below). This Agreement, which may be amended from time to time, outlines the rights you are granting to Blackmedia in any Media you contribute to the Marketplace. This Agreement covers details about the aspects of the Blackmedia Platform relevant to Creators (defined below) and is incorporated by reference into our Terms of Service, including any relevant agreement, policy, or addendum incorporated therein and any amendments or modifications thereto. Undefined capitalized terms used in this Agreement have the meanings ascribed to them in the Terms of Service, including any relevant agreement, policy, or addendum incorporated therein. By indicating your acceptance of this Agreement or submitting Media to the Marketplace, you are accepting all of the terms and conditions of this Agreement.

1. Blackmedia Marketplace

1.1 Blackmedia Marketplace and Eligibility‍‍

Blackmedia operates an online marketplace as part of the Platform (the “Marketplace”). Any Customer, user, or third party may choose to submit templates, libraries, and/or other media, along with any associated text, for sale and license to other Customers or users of the Platform (“Media”). Inclusion in the Marketplace is at Blackmedia’s sole discretion and subject to any applicable policies governing content, including but not limited to Blackmedia’s Acceptable Use Policy. As used in this Agreement, any Blackmedia Customer, user, or third party who contributes Media to the Marketplace shall be referred to as a “Creator” or “you.” Creators must be over the age of 18 years old (or the minimum legal age required in their country to enter into an agreement).

1.2 Your Use of the Blackmedia Marketplace

By submitting Media for inclusion in the Marketplace, you hereby agree that:

your submission of Media to the Marketplace and provision of Media in the Marketplace shall be governed by this Agreement;
you shall abide by the requirements set forth in Blackmedia’s Submission Guidelines and any other applicable guidelines related to the Marketplace as updated from time to time, as applicable;
you agree and understand that any additional terms that may govern your submission of certain types of Media to the Marketplace shall govern in the event of any conflict between this Agreement and the additional terms but solely to the extent of such inconsistency, unless otherwise provided for in the additional terms; and
you, as a Creator, hereby grant Blackmedia the right to host and maintain the Media in the Marketplace in accordance with the terms of this Agreement.

If Blackmedia, in its sole discretion, determines that any Media you have submitted does not comply with the terms of this Agreement, we may choose to suspend your Account, impose submission limits on your account, place a temporary hold on reviewing any Media you submit, and/or reject any Media you may submit.

1.3 Blackmedia’s Rights‍

Blackmedia has the right to refuse to accept any Media you submit at our sole discretion. Blackmedia, in its sole discretion, has the right to remove any Media from the Marketplace at any time for any reason including but not limited to a belief that your Media would subject Blackmedia to legal liability, if your Media violates the terms of this Agreement, or if we believe your Media violates applicable law.

1.4 Creator’s Rights

Creators may remove their Media from the Marketplace at any time for any reason. However, you agree that any licenses to Media issued prior to the removal of the relevant Media will remain in full force and effect under the terms of that license. Additionally, you agree that Blackmedia retains a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to retain a thumbnail image of any Media that you remove. Creators may advertise their Media on their website or other channels, provided that such advertisement contains a link to the associated Marketplace detail page so that the sale of such Media is made through the Marketplace.

1.5 Creator Obligations

Creator is responsible for providing support to users that purchase their Media. Each Media page has a “Support” tab where users can ask questions. These comments are visible to the public. Creators will receive notifications when comments are added and must respond within two ( 2 ) business days. Creator is responsible for fixing bugs on Creator’s Media. Affiliate links are not allowed in any Media submitted to the Marketplace. Creator is responsible for keeping Media submitted to the Marketplace updated with the latest Blackmedia features and make updates requested by Blackmedia from time to time. Outdated or poor-performing Media may be removed from the Marketplace by Blackmedia in its sole discretion. Pricing for any Media submitted to the Marketplace is set by Blackmedia in its sole discretion and can change anytime without notice to Creators. The use of graphic assets licensed under “premium” or similar licenses is not allowed in any Media. All graphic assets used in Media must be licensed under a free license that allows for unlimited resale and redistribution.

2. Ownership, License Grant, and Warranty

2.1 Ownership

Nothing contained in this Agreement shall be construed to transfer any copyright to Blackmedia. The copyright in and to all Media remains with the owner of such copyright. Any and all Media submitted to the Marketplace must be the Creator’s own original work.

2.2 License Grant

By submitting any Media to the Marketplace, you hereby grant Blackmedia, a worldwide, non-exclusive right and license to copy, reproduce, create derivative works, publicly display, market, sublicense and sell any Media uploaded to the Marketplace by you and accepted by Blackmedia, subject to the terms and conditions of this Agreement. Blackmedia may also reproduce, display, transmit, broadcast and adapt any Media to promote, advertise, use for educational purposes and otherwise market Blackmedia, without additional compensation to you (except as otherwise agreed or as outlined in this Agreement). Marketing may include, but is not limited to, the use of Media within the Platform, and also social media and networking sites. You acknowledge and agree that any Media submitted for inclusion on the Marketplace may be licensed to users or purchasers of such Media under the Company’s Single-Use License (the terms of which are available at https://blackmedia.be/templates/template-licenses). Media submissions offered for free and under the Company’s Free Template License (the terms of which are available at https://blackmedia.be/templates/template-licenses) will not be accepted unless specifically requested by the Company.

2.3 Warranty and Intellectual Property

You agree that you are solely responsible for all Media that you submit for inclusion on the Marketplace. You represent and warrant that ( 1 ) you are either the sole and exclusive owner of all Media or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such Media as contemplated in this Agreement; and ( 2 ) neither the Media nor the posting, uploading, publication, sending or receiving of the Media or our use of the Media on, through or by means of the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

2.4 Metadata and Data Labeling

Blackmedia may, at its discretion, apply or edit the metadata to Media submitted and included on the Marketplace for the purposes of search and discoverability of the Media in the Marketplace. This may include applying machine learning and predictive analytics to improve the Platform, which could include detecting content prohibited by our Terms of Service for moderation and security purposes (i.e. Media that violates our Acceptable Use Policy). By submitting Media to the Marketplace, you agree that your content may be used by Blackmedia for these purposes.

3. Commissions and Payment Terms

3.1 Commision Structure

Blackmedia agrees to pay to Creators a commission on sales of Media (“Commissions”) in the amounts set forth below:

Commission Structure

Media Sales

80% Payout

Earn 80% of total Media sales

Commissions for each calendar month will be paid to Creators on or around the 15th of the calendar month following when the Commissions were earned.

3.2 Promotions

‍‍You acknowledge and hereby agree that Blackmedia may run promotions that include discounts on your Media and that Commissions on your Media purchased with such a discount will be calculated based on the discounted price. You hereby agree and provide Blackmedia the right to run promotions on your Media without prior notice.

3.3 Refunds

If you are credited with a Media sale and Blackmedia thereafter issues a refund to a user that purchased your Media, Blackmedia will have the right to deduct Commissions credited to your account.

4. Disclaimer of Warranties and Limitation of Liability

THE MARKETPLACE, AND ALL BLACKMEDIA IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE, MARKETPLACE OR ANY BLACKMEDIA IP IS TO STOP UTILIZING THE MARKETPLACE. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE MARKETPLACE OR THE BLACKMEDIA IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKMEDIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: ( I ) ERRORS, MISTAKES, OR INACCURACIES OF BLACKMEDIA IP; ( II ) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR MEDIA), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE MARKETPLACE (INCLUDING INFRINGEMENT CAUSED BY THIRD-PARTY FRAUD, MALFEASANCE, OR EXPLOITATION OF TECHNICAL ERRORS IN BLACKMEDIA IP); ( III ) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; ( IV ) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU OR BY BLACKMEDIA ON YOUR BEHALF; ( V ) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MARKETPLACE; ( VI ) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE MARKETPLACE; ( VII ) ANY ERRORS OR OMISSIONS IN ANY BLACKMEDIA IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY BLACKMEDIA IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE MARKETPLACE; ( VIII ) ANY LOSS OF ACCESS TO YOUR PRIMARY EMAIL ADDRESS; AND/OR ( IX ) WEBSITE CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL BLACKMEDIA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BLACKMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

5. Indemnification

You agree to indemnify, defend, and hold harmless Blackmedia (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Marketplace, including but not limited to your Media any claims by, on behalf of or against purchasers of your Media; (b) your violation or breach of this Agreement or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party; (d) any claims from or by tax authorities in any country in relation to your use of the Marketplace and other operations for which Blackmedia may be held jointly and severally liable.

6. Miscellaneous Legal Terms

6.1 Entire Agreement/Severability

‍The Agreement represents the entire agreement between you and Blackmedia with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral between you and Blackmedia regarding the contribution of Media to the Marketplace. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.

6.2 Updating These Terms

From time to time, we may update this Agreement to clarify our practices or to reflect new or different practices. Blackmedia reserves the right in its sole discretion to modify and/or make changes to this Agreement at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through the Platform. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Platform and Marketplace after changes become effective shall mean that you accept those changes. Any revised Agreement shall supersede all previous Agreements.

6.3 Relationship Between Us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us, unless separately agreed to in writing.

6.4 Dispute Resolution

You agree that any dispute between you and Blackmedia will be resolved in accordance with Section 16 (Dispute Resolution) of Blackmedia’s Terms of Service.

6.5 Survival

The following sections shall survive the expiration or termination of this Agreement: Sections 2 (Ownership, License Grant, and Warranty), 4 (Disclaimer of Warranties and Limitation of Liability), 5 (Indemnification), and 6 (Miscellaneous Legal Terms).