Last Updated: 25 Oct, 2016
1.1. This Vendor Agreement is a legal agreement between you (“Vendor”) and Corona Labs Inc. (“Corona Labs”) of 1900 Embarcadero Rd Suite 207, Palo Alto, CA, USA, in this agreement each a “Party" and together the “Parties”. It sets out how the parties will work together when providing your Assets for sale through the Corona Labs hosted Marketplace.
1.2. The Corona Labs Marketplace (“Marketplace”) is a Corona Labs hosted service through which vendor (including the Vendor) and Corona Labs can distribute Assets to customers of the Corona SDK.
1.3. This Agreement regulates the legal relationship between Vendor as a content creator and Corona Labs as the operator of the Marketplace.
1.4. This Agreement is intended to protect the interests of the Vendor as well as those of Corona Labs. By accepting this, you agree that you have been encouraged to examine this Agreement carefully and have been given the opportunity to ask clarifying questions prior to signing.
It is hereby agreed as follows:
For the purposes of this Agreement the following definitions shall apply (unless the context otherwise requires):
2.1. "Agreement" means this Marketplace Vendor Agreement with pertaining appendices.
2.2. “CM-EULA” means the Corona Marketplace End User License Agreement.
2.3. "Assets" shall mean:
- (i) software designed in order to facilitate the development of electronic applications, including games; or
- (ii) 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 applications, games and interactive media in accordance with the Corona Marketplace Submission Guidelines in force at any time, and distributed via the Corona Marketplace.
2.4. "Brand Features" means any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of either Party, respectively, as owned (or licensed) by such Party from time to time.
2.5. "Customer" means any person, company or other legal entity that will acquire licenses to Assets via the Marketplace.
2.6. “Corona SDK” means the product collection of Corona Software Development Kit (also referred to as “SDK”) including but not limited to Corona Enterprise, Corona Cards, and/or any supplementary software in source code, object or binary form provided by or made available to you by Corona Labs Inc. or its authorized agents.
2.7. “Intellectual Property Rights” means any and all intellectual property rights of any nature anywhere in the world, whether registered, registrable, or otherwise, including patents, utility models, trademark ,registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites or products.
2.8. "Payment Processor(s)" Any party authorized by Corona Labs to provide payment processing for payments from End Users to Corona Labs or payments made from Corona Labs to Vendors for Assets distributed via the Corona Marketplace, the Corona Marketplace website, operated by Corona Labs, where Vendors and Corona Labs can distribute Assets directly to End Users.
2.9. “Vendor(s)” means any person, company or other legal entity who has accepted this Agreement and who is registered and approved by Corona Labs to distribute Assets in accordance with the terms of this Agreement.
2.10. “Service Integration” means a technology services that provides a communication protocol between the Corona SDK and a provided service (such as cloud storage, analytics, advertising, and other services enabling game development, game performance, game engagement, game services).
2.11. “Other Services” means technology and work for hire services including but not limited to Cloud, Testing, Engineering, Development, Platform or Support services.
3. ACCEPTING THIS AGREEMENT
3.1. This Agreement forms a legally binding contract between Vendor and Corona Labs, in relation to Vendor’s use of the Marketplace to distribute Assets. In order to use the Marketplace to distribute Assets, Vendor must first agree to this Agreement by checking the box indicating Vendor’s acceptance of this Agreement prior to distributing Assets on the Marketplace. Vendor may not distribute Assets on the Marketplace if Vendor does not accept this Agreement.
3.2. Any person who enters into this Agreement on behalf of Vendor represents and warrants that he has full legal authority to bind Vendor and Vendor warrants it has full authority to enter into it.
3.3. Vendor expressly accepts and agrees that Corona Labs shall be entitled to forward Vendor 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 Assets.
4. PRICING AND PAYMENTS
4.1. This Agreement covers both Assets that Vendor chooses to distribute for free and Assets for which Vendor charges a fee. All fees for Assets distributed via the Marketplace must be processed by the Payment Processor.
4.2. Vendor may at its discretion set the price for Assets in US Dollars (USD). Marketplace may display to Customers the price of Assets in USD or other currencies that Corona Labs may consider expedient. Corona Labs may choose to set different prices in other currencies, and Vendor accepts that this may cause the amount received by it to vary as a result of currency conversion rates and charges, and agrees that Vendor shall not be responsible for the accuracy of prices set, or for any loss caused by currency and conversion rates.
4.3. Unless amended in a separate agreement between the Parties the prices that Vendor sets for Assets or the prices that Corona Labs sets in other currencies than USD (as stated above in section 4.2), whichever is applicable, will determine the amount of Payment Processor will receive. Unless modified by a separate agreement, 70% (seventy percent) of the sales price (less any refunds, bank fees related to the transfer of funds to the Vendor and less any taxes, levies and VAT or the like) will be remitted by Corona Labs to the Vendor and the remaining 30% (thirty percent) will be allotted to and retained by Corona Labs. Payments to Vendor will be made by one of the following methods:
4.3.1. The Parties agree that any monies due to Vendor will be calculated by Payment Processor and calculation made available to Vendor via a web page and available 30 days from the date of purchase. Corona Labs will use reasonable efforts to pay Vendor the applicable balance on request as long as Vendor’s request is equal to or over $50 USD, and provides and maintains a valid PayPal account.
4.3.2. Cheque or bank transfer. If Vendor fails to identify a valid PayPal account to be paid, then Corona Labs will pay balances to Vendor less applicable bank fees.
4.4. Vendor is solely responsible for payment of any taxes, levies, VAT, or any similar charges on any payments it receives from Corona Labs regardless of how or where imposed.
4.5. Vendor may also choose to distribute Assets at no cost to End Users. For as long as the Asset is free, Corona Labs shall not be entitled to receive the 30% (thirty percent) fee as listed in Section 4.3 above. Vendor may not in the future collect charges from Customers for copies of the Assets that those Customers previously downloaded for free.
4.6. Refunds. All sales on the Marketplace are final, and there shall be no refunds granted except as per law, or as set out in this Agreement (including without limitation at sections 4.7.1, 4.8.1, 8.1.1, 8.1.2 or 8.2.2) or upon permission of the Vendor within 30 days of the purchase date.
4.7. Special Refund Requirements. The Payment Processor's standard terms and conditions regarding refunds will apply except where the following terms apply to Vendor’s distribution of Assets or Service Integrations on the Marketplace:
4.7.1. Customer may request a refund from the Vendor within thirty (30) days of purchase only if it has technical or other issues with the product, or if the Customer has not commenced a download or usage of the purchased asset. If the Vendor fails to respond to the End User’s request to resolve the issue within two (2) weeks, the Customer may escalate the issue to Corona Labs and Corona Labs may, at its discretion, issue a refund to the End User on the Vendor’s behalf if the issue appears valid and the Asset sold is not functional or as advertised.
4.7.2. In the event that a Customer is granted a refund for a purchased Asset and/or receives a refund, all license rights granted herein or in the CM-EULA terminate 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, and/or to follow any such terms as provided for in the CM-EULA.
4.8. Vendor Support. Vendor will be solely responsible for support and maintenance of Vendor Assets and any complaints about Vendor’s Assets. Vendor’s contact information will be displayed in each Asset detail page and made available to Customers for customer support purposes.
4.8.1. Failure to provide adequate support for Vendor’s Assets may result in low Asset ratings, less prominent Asset exposure, low sales and billing disputes. In the event of disputes for Assets sold for less than $50 USD, Corona Labs 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 Assets sold at $50 USD or more will be handled in accordance with the Payment Processor's standard policy.
4.9. Reinstalls. Vendor acknowledges and agrees that Customers that have licensed an Asset will have the ability to access and download the Asset for as long as the Asset is available on the Marketplace. Customer’s use of the Asset shall remain subject to the CM-EULA.
4.10. Donations. Vendors of free Assets may not solicit, request or accept indirect donations for Assets they provide via the Marketplace. Vendors may ask Customers for donations outside of the Marketplace, which will be paid directly from the Customer to the Vendor, but all such requests must make clear that making a donation is entirely voluntary, and all such donations must be handled and processed by a third party payment services provider.
5. USE OF THE CORONA MARKETPLACE BY VENDOR
5.1. Except for the license rights granted by Vendor in Section 6 below, Corona Labs agrees that it obtains no right, title or interest from Vendor (or Vendor’s licensors) under this Agreement in or to any Asset supplied by Vendor, including any Intellectual Property Rights which subsist in those Assets.
5.2. Vendor agrees to use the Marketplace 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 the the United States or other relevant countries).
5.3. Vendor agrees that Vendor will protect the privacy and legal rights of Customers. If the Customers provide Vendor with, or Vendor’s Assets 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. If Vendor’s Assets 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. If the Customer has opted into a separate agreement with Vendor that allows Vendor or Vendor’s Asset to store or use personal or sensitive information directly related to Vendor’s Asset then the terms of that separate agreement and any applicable privacy laws will govern Vendor’s use of such information.
5.4. Prohibited Actions. Vendor agrees that Vendor will not engage in any activity with the Marketplace, including the development or distribution of Assets, 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, Corona Labs, Payment Processor or any network operator.
5.5. Vendors may not use Customer information that Vendor has obtained from the Marketplace or Customers acquired via the Marketplace to sell or distribute Assets outside of the Marketplace.
5.6. Non-Compete. Vendor may not use the Marketplace to distribute or make available any Asset that in any way facilitates the distribution of Assets outside of the Marketplace.
5.7. Vendor agrees that Vendor is solely responsible for (and that Corona Labs has no responsibility to Vendor or to any third party for) any Assets Vendor distributes through the Marketplace and for the consequences of Vendor’s actions (including any loss or damage which Corona Labs may suffer) by doing so.
5.8. Vendor agrees that Vendor is solely responsible for (and that Corona Labs 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 Corona Labs or any third party may suffer) of any such breach.
5.9. Asset Ratings. From time-to-time the Marketplace may allow Customers to rate Assets.
5.9.1.Asset ratings will be used to determine the placement of Assets on the Marketplace with higher rated Assets generally given better placement, subject to Corona Labs’ ability to change placement at Corona Labs’ sole discretion.
5.9.2.Corona Labs reserves the right to display Assets to Customers in a manner that will be determined at Corona Lab’s sole discretion. Vendor’s Assets may be subject to ratings to which Vendor may not agree. In addition other factors that Corona Labs deems relevant such as (but not limited to) community ratings and Vendor’s history may influence such ratings. Vendor may contact Corona Labs if Vendor has any questions or concerns regarding such ratings.
5.10. Marketing Vendor’s Assets. Vendors will be responsible for uploading Vendor’s Assets to the Marketplace, providing required Asset information to Customers, and accurately disclosing the security permissions necessary for the Asset to function on Customer's equipment. Assets that are not properly uploaded will not be published in the Marketplace. Assets uploaded to the Marketplace may be subject to review by Corona Labs, and you agree that there may be up to 14 (fourteen) business days delay after approval before such Assets appear in the Marketplace. Corona Labs reserves the right to determine whether or not Assets, Service Integrations or Other Services meet the minimum quality standards acceptable for the Marketplace and may choose at its own discretion to decline to publish content once reviewed.
5.11. As and when new versions of Vendor’s assets become available, Vendor will be responsible for updating the Assets with new versions on the Corona Labs platform.
5.12. Restricted Content. Corona Labs, at its sole discretion may determine the appropriateness of content provided via the Marketplace and may, at its sole discretion and without liability, remove any such content which it considers inappropriate.
5.13. Vendor shall not distribute an Asset via the Marketplace that enables the delivery of further fee-paying services outside of the Marketplace without first obtaining Corona Labs’ consent.
5.13.1. While Corona Labs does not undertake any legal obligation to monitor the Assets or their content, Corona Labs reserves the right to do so, and, if Corona Labs is notified by Vendor or otherwise becomes aware and determines in its sole discretion that an Asset 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) , harmful, obscene, pornographic, defamatory, racist, offensive, harassing, or otherwise objectionable to Corona Labs or its customers; (d) is being distributed by Vendor improperly; (e) may create liability for Corona Labs; (f) is deemed by Corona Labs to have a virus or is deemed to be malware, spyware or have an adverse impact on Corona Labs; (g) violates the terms of this Agreement or the Marketplace Guidelines (as they may be amended from time to time); or (h) the display of the Asset is impacting the integrity of Corona Labs servers (i.e., Customers are unable to access such content or otherwise experience difficulty), Corona Labs may demand that Vendor fixes the Asset. In addition Corona Labs shall itself be entitled to edit and make changes in the Asset as it sees fit. Finally Corona labs shall be entitled to remove the Asset from the Marketplace immediately, or reclassify the Asset at its sole discretion and without any liability. Corona Labs reserves the right to suspend and/or bar any Vendor from the Marketplace at its sole discretion.
5.13.2. Vendor warrants that it will not upload to the Marketplace any Asset which breaches the terms of clause 5.13.1 and that it is solely responsible for any loss or damage caused to any party as a result of such breach. Vendor agrees that in the event that it breaches this clause 5.13.2 , it shall indemnify Corona Labs against any loss or damage that it may suffer as a result as set out in clause 13.
5.13.3. Vendor represents and warrants that images and text that it provides to describe and market the Assets shall be truthful, accurate and do not misrepresent the Asset, for example – without limitation – by way of screen shots that do not match, resemble or represent the content of the Asset.
5.13.4. Vendor agrees that in the event that it breaches this clause 5, it shall indemnify Corona Labs against any loss or damage that it may suffer as a result as set out in clause 13.
6. OPEN SOURCE
6.1. Vendor represents and warrants that its Assets shall not contain any software licensed under the GNU General Public License or GNU Limited (Lesser) General Public License, or any other similar 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 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. Vendor agrees that in the event that it breaches this clause 6, it shall indemnify Corona Labs against any loss or damage that it may suffer as a result as set out in clause 14.
6.2. Vendor may upload Assets to the Marketplace which contain open source software provided that;
6.2.1.Vendor warrants that it has reviewed and considered the open source license agreements relevant to the open source software elements contained in such Assets and has confirmed that the distribution of the Asset via the Marketplace (in exchange for money or otherwise) is not and shall not be a breach of any such relevant agreement;
6.2.2.Vendor clearly sets out which open source licenses apply to the Asset and provides Corona Labs and all potential customers clear information about the same;
6.2.3.Vendor sets out the information required by clause 6.2.2 in the description of the Asset that it makes available to Customers via the Marketplace before purchase of the Asset (including sufficient resources, such as hyperlinks, to enable customers to access and consider all relevant open source licenses directly);
6.2.4.Vendor specifically indemnifies Corona Labs against any loss or damage which it may suffer as a result of Vendor’s breach of this clause 6, as set out more fully in clause 14; and
6.2.5.Vendor indemnifies each Customer of its Assets against any loss or damage which they may suffer as a result of Vendor’s breach of this clause 6, and acknowledges that in the event of such breach those Customers shall have the right enforce the terms of this Agreement directly against Vendor as if they were a Party to its terms.
7. LICENSE GRANTS
7.1. Vendor grants to Corona Labs a nonexclusive, worldwide, and royalty-free license to: copy, perform, distribute, modify, display, and use the Assets for administrative and demonstration purposes in connection with the operation and marketing of the Marketplace and Corona Labs’ other products.
7.2. In return for the payments set out in clause 4.3 Vendor grants to Corona Labs a non-exclusive, and royalty-free license to distribute the Assets via the Marketplace on the terms set out in this Agreement.
7.3. Corona Labs 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 Corona Labs. After termination of this Agreement, Corona Labs will not distribute Vendor’s Assets to Customers that have not previously licensed Vendor’s Assets, but may retain and use copies of the Assets in order for Corona Labs to be able to fulfill any obligations towards Customers that will survive the removal of an Asset from the Marketplace (for example, reinstalls as per section 4.8).
7.4. Vendor grants to Corona Labs a perpetual, non-exclusive, royaltyfree, worldwide license to any Asset that Vendor uploads to the Marketplace in any medium now known or hereinafter invented to: (a) reproduce, license, and distribute Vendor’s Assets 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 Assets and the contents thereof for the purpose of demonstrating or promoting Vendor’s Assets or those of the Marketplace; (c) use any trademarks, service marks or trade names incorporated in Vendor’s Asset in connection with Vendor material; and (d) use the name and likeness of any individuals represented in Vendor’s Asset only in connection with Vendor’s material.
7.5. Vendor agrees that, pursuant to the CM-EULA, it will grant to any Customer that acquires an Asset 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 Asset for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Asset; and (c) use the name and likeness of any individuals represented in the Asset.
7.6. All Assets that Customers purchase from the Marketplace shall be subject to Corona Labs’ standard CM-EULA and, where applicable, Vendor's own end user license agreement, which must be approved separately by Corona Labs during the Marketplace new Product review phase, during the period set out in clause 5.10. Approval of the Asset, Service Integration or Other Service to feature in the Marketplace by Corona Labs will constitute approval of any designated Vendor EULA that is attached to the Product by Vendor for end-user approval during the check-out process
7.7. Vendor hereby acknowledges that the applicable CM-EULA for each of the Assets is solely between Vendor and the Customer, and Corona Labs shall not be responsible for, and shall not have any liability whatsoever under, any CM-EULA or any breach by Vendor or any Customer of any of the terms and conditions of any CM-EULA.
7.8. Vendor represents and warrants that Vendor has all intellectual property rights necessary for Vendor to grant Corona Labs the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Vendor’s Assets. If Vendor uses third-party materials, Vendor represents and warrants that Vendor has the right to distribute the third-party material in the Assets. Vendor agrees that Vendor will not submit material to the Marketplace 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.
7.9. Vendor may submit Services Integrations for publishing and distribution on the Marketplace. If these Service Integrations for Corona Labs enable 3rd party services not owned by the Vendor, these Integrations must be offered free of charge. If Vendor chooses to sell a Service Integration, Vendor must clarify permissions or cite the open source licenses or EULAs by which permissions exist for their re-use of the 3rd party tech for personal profit, and Vendor undertakes that it shall not offer such Service Integrations for sale until Corona Labs has had the opportunity to do the same.
8. BRAND FEATURES AND PUBLICITY
8.1. Each Party shall own all right, title and interest, including without limitation all intellectual property rights, in or 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.
8.2. Subject to the terms and conditions of this Agreement, Vendor grants to Corona Labs and its affiliates an irrevocable, royalty-free, non-exclusive license during the term of this Agreement to display Vendor’s Brand Features, submitted by Vendor to Corona Labs, for use solely in connection with the distribution and sale of Vendor’s Assets through the Marketplace, or to otherwise fulfill its obligations under this Agreement.
8.3. If Vendor discontinues the distribution of specific Assets on the Marketplace, Corona Labs will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features, except as necessary to fulfill its obligations under the terms of this Agreement.
8.4. Nothing in this Agreement shall give Vendor a right to use any of Corona Lab’s Brand Features.
8.5. Publicity. In addition to the license granted in this section 7; for purposes of marketing the presence, distribution and sale of the Vendor’s Asset in the Marketplace, Corona Labs and its affiliates may include Vendor’s Brand Features:
(i) within the Marketplace, in any other channel owned by Corona Labs (such as its Website, Newsletters, or press releases), and on other channels including without limitation Github, Twitter, Facebook, or other social media;
(ii) in communications relating to the Marketplace when mentioned along with other Assets from the Marketplace;
(iii) when making announcements relating to the availability of the Asset;
(iv) in presentations; and
(v) in customer lists (which includes, without limitation, customer lists posted on Corona Labs websites, including the Marketplace).
If Vendor discontinues the distribution of specific Assets on the Marketplace, Corona Labs will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features for such marketing purposes.
9. ASSET TAKEDOWNS AND UPGRADES
9.1. Vendor’s Takedowns.
9.1.1.Vendor may elect to remove Vendor’s Assets from future distribution via the Marketplace at any time, but Vendor must comply with this Agreement and the Payment Processor's terms of service for any Assets distributed through the Marketplace, including but not limited to refund requirements. Removing Vendor’s Assets from future distribution via the Marketplace does not (a) affect the license rights of Customers who have previously purchased or downloaded Vendor’s Assets, (b) remove Vendor’s Assets from Customers' equipment or from any part of the Marketplace where previously purchased or downloaded Assets are stored on behalf of Customers, or (c) change Vendor’s obligation to deliver or support Assets or services that have been previously purchased or downloaded by Customers. Notwithstanding the foregoing, in no event will Corona Labs maintain on any portion of the Marketplace (including, without limitation, the part of the Marketplace where previously purchased or downloaded Assets are stored on behalf of Customers) any Asset that Vendor has removed from the Marketplace and provided written notice to Corona Labs 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 Asset does not comply with applicable law.
9.1.2.If Vendor removes an Asset from the Marketplace pursuant to clauses (i), (ii), (iii) or (iv) of Section 8.1.1, and a Customer purchased such Asset within a year before the date of takedown, at Corona Lab’s request, Vendor must refund to the affected Customer all amounts paid by such Customer for such affected Asset, including the 30% (thirty percent) or other agreed upon revenue share amount that Corona Labs has received under Section 4.3 above. Alternatively, Corona Labs may elect to deduct and withhold such refund amount from any current Customer balance.
9.2. Corona Labs Takedowns.
9.2.1.While Corona Labs does not undertake any legal obligation to monitor the Assets or their content, Corona Labs reserves the right to monitor and remove Assets from the Marketplace as set out in clause 5.13. Corona Labs reserves the right to suspend and/or bar any Vendor from the Marketplace at its sole discretion and without liability.
9.2.2. In the event that Assets provided by Vendor is removed by Corona Labs because it is defective, malicious, infringes the 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 Asset within a year before the date of takedown: (i) Vendor must refund to Corona Labs, a sum corresponding to the full purchase price that the Customer has paid for the Asset in question and Corona Labs will then repay the full price to the Customer, and (ii) Corona Labs may, at its sole discretion, withhold from Vendor’s future sales the amount in subsection (i) immediately above.
9.2.3. In addition to the reasons specified in clause 5.13, Corona Labs may remove Assets from the Marketplace at Corona Labs’ sole discretion after providing 30 days’ notice.
9.3. Vendor Upgrades. Vendor may at its own discretion from time-to-time provide upgrades of the Asset to Customer without requesting further payment.
10. PRIVACY, INFORMATION AND CONFIDENTIALITY
10.1. In order to continually innovate and improve the Marketplace, Corona Labs may collect certain usage statistics from the Marketplace, including but not limited to, information on how the Marketplace is being used.
10.3. Vendor agrees to receive regular email communications from Corona Labs regarding the Marketplace.
11. TERMINATING OR MODIFYING THIS AGREEMENT
11.1. This Agreement will continue to apply until terminated by either Vendor or Corona Labs as set out below.
11.2. Corona Labs may at any time, terminate this Agreement if: (a) Vendor breaches the Agreement; (b) Corona Labs is required to do so by law; or (c) Corona Labs decides to no longer provide the Marketplace.
11.3. Either party may terminate this Agreement at any time by providing 30 day’s written notice to the other Party.
11.4. Upon termination, all of the legal rights, obligations and liabilities that Vendor and Corona Labs 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.
12. DISCLAIMER OF WARRANTIES
12.1. VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT VENDOR’S USE OF THE MARKETPLACE IS AT VENDOR’S SOLE RISK AND THAT THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
12.2. VENDOR’S USE OF THE MARKETPLACE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE IS AT VENDOR’S 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. CORONA LABS MAKES NO WARRANT THAT ACCESS TO THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE.
12.3. VENDOR EXPRESSLY UNDERSTANDS AND AGREES THAT CORONA LABS IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF VENDOR’S ASSETS OUTSIDE THE MARKETPLACE BY THIRD PARTIES INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF ASSETS VIA TORRENT SERVICES, PIRATE WEB SITES OR ANY OTHER DISTRIBUTION METHOD. CORONA LABS EXPRESSLY DISCLAIMS ANY SUCH LIABILITY.
12.4. CORONA LABS 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.
13. LIMITATION OF LIABILITY
13.1. CORONA LABS SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS SUFFERED BY VENDOR, NOR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS, LOSS OF GOODWILL, PURE ECONOMIC LOSS, LOSS OF DATA HOWSOEVER ARISING AND EVEN IF REASONABLY FORESEEABLE OR IF SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH LOSS. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT A PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, NOR FOR LOSS OR DAMAGED CAUSED AS A RESULT OF AN ACT OF FRAUD PERPETRATED BY THAT PARTY
13.2. EXCEPT AS PROVIDED ABOVE, CORONA LABS’ TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE SHALL BE LIMITED TO THE GREATER OF;
13.2.1. THE TOTAL FEES PAID BY CORONA LABS TO VENDOR PURSUANT TO CLAUSE 4.3 DURING THE LIFE OF THIS AGREEMENT; OR
13.2.2. ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000 USD).
14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CORONA LABS, 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 MARKETPLACE IN VIOLATION OF THIS AGREEMENT, (B) VENDOR’S ASSETS 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.
14.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE APPLICABLE PAYMENT PROCESSORS (WHICH MAY INCLUDE CORONA LABS 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 ASSETS DISTRIBUTED VIA THE MARKETPLACE.
15. CHANGES TO THE AGREEMENT
Corona Labs may make changes to this Agreement at any time by posting a revised Agreement on its website, or in the Marketplace, where this occurs Corona Labs will attempt to notify you by e-mail using the e-mail details which you have supplied.
16. GENERAL LEGAL TERMS
16.1. This Agreement constitutes the whole legal agreement between Vendor and Corona Labs and governs Vendor’s use of the Marketplace, and replaces and supersedes any prior agreements between Vendor and Corona Labs in relation to the Marketplace.
16.2. Vendor agrees that if Corona Labs does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Corona Labs has the benefit of under any applicable law), this will not be taken to be a formal waiver of Corona Labs’ rights and that those rights or remedies will still be available to Corona Labs.
16.3. 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.
16.4. Vendor acknowledges and agrees that each member of the group of companies to which Corona Labs 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.
16.5. EXPORT RESTRICTIONS. ASSETS ON THE MARKETPLACE 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 ASSETS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS AND CUSTOMERS.
16.6. The rights granted in this Agreement may not be assigned or transferred by Vendor without the prior written approval of Corona Labs and Vendor shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of Corona Labs. The rights granted in this Agreement may be assigned or transferred by Corona Labs without Vendor’s prior approval. In addition Corona Labs shall be permitted to delegate its responsibilities or obligations under this Agreement without Vendor’s approval
16.7. This Agreement, and Vendor’s relationship with Corona Labs under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Each Party irrevocably agrees that the courts of the State of California shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including noncontractual disputes and claims).
16.8. No delay or failure by either Party in enforcing its respective rights will prejudice or restrict the rights of the Party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.
16.9. Any notice given by Vendor under this agreement must be in writing to Corona Labs Inc. at the address stated under "Legal address" below. Corona Labs may give notice to you at either the email address or postal address you provided when registering with Corona Labs. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
16.10. The obligations in Sections 6, 7.1 (solely as necessary to permit Corona Labs to act in accordance with Section 4.8), 8, 12, 13, 14, and 16 will survive any expiration or termination of this Agreement.
Corona Labs Inc.
720 Brazos Ste 1100
Austin, TX 78701