Skyld Membership Agreement

SevenUnited LLC (“SevenUnited”) operates an author-friendly platform for the distribution of creative content (the “Services”) through the website located at https://skyld.com/ (the “Site”) and other media. 
 
Although you may access the Site without becoming a member, non-members cannot sell or make purchases. Generally, there are two types of members, authors that submit content for sale and distribution through the Site and buyers that wish to purchase rights to use such content. Members may submit an application to become authors, and are subject to SevenUnited administration for approval. 
 
This membership agreement (the “Agreement”) governs your use of and access to the Site the Services. Such use and access is also governed by the Terms and Conditions of Use (accessible at [www.skyld.com/terms-of-service/]) (the “Terms”), the Privacy Policy (accessible at [www.skyld.com/privacy-policy/]), and the Cookie Policy (accessible at [www.skyld.com/cookie-policy/]). The Agreement, the Terms, the Privacy Policy, and the Cookie Policy are collectively referred to as the “Agreements.”
 
BY CLICKING “I ACCEPT,” YOU AGREE TO BE BOUND BY THE PROVISIONS OF THE AGREEMENTS. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENTS, YOU MAY NOT ACCESS THE SERVICES. NOTWITHSTANDING THE FOREGOING, YOUR USE OF THE SERVICES INDICATES YOUR ACCEPTANCE OF THE AGREEMENTS.
 
In this Agreement, the term “Author” refers to any content creator that has been accepted as a member of the Site. The term “Asset” refers to any material or content uploaded or otherwise provided by Authors to SevenUnited or the Site, which may include, without limitation, graphics, videos, fonts, audio, 3d content, code, web assets, or similar content. The term “Buyers” refers to individuals or entities that have created an account for the purchase of buying limited rights to use Assets. The term “Members” refers to both Authors and Buyers. The terms “you” or “your” refer to each Member individually.
 
 
Terms Applicable Only to Authors
 
  1. Author Eligibility. Membership for Authors is restricted solely to creators that have been approved by SevenUnited administration. In the case of individuals, Authors must be 18 years or older to be eligible to be an Author. 
  2. Grant of License
    1. 2.1.License to SevenUnited. By submitting any Assets to the Site or SevenUnited, each Author grants to SevenUnited and its affiliates a royalty-free, sub-licensable, transferrable, worldwide license to use, make copies, publish, distribute, publicly perform, public display, modify, translate, and make derivative works of the Assets. You further grant SevenUnited a royalty-free, sub-licensable, transferrable, worldwide license to use your name, voice, and/or likeness in any medium now existing or hereinafter developed for the purpose of advertising the Assets.
    2. 2.2.License to Buyers. By submitting any Assets to the Site or SevenUnited, each Author grants to Buyers that purchase rights to use such Assets a limited, royalty-free, perpetual, assignable, non-revocable, worldwide license to Buyers that have completed such purchase. For the avoidance of doubt, this license does not include the right to make copies for redistribution. Authors agree that scope of licenses to Buyers shall be determined by SevenUnited in its sole discretion, but Authors are allowed to choose which license is appropriate for their product(s) from the pre-approved list of licenses SevenUnited offers. For more details regarding the scope of the license terms currently available to Buyers, please visit [www.skyld.com/licenses/].
    3. 2.3.Effect of Termination on License. In the event an Author chooses to terminate their account and remove their Assets from the Site, the license granted to SevenUnited under this section shall terminate thirty (30) days following the Author’s termination. Notwithstanding the foregoing, SevenUnited shall not be required to modify any marketing or advertising materials that may contain such Assets, provided such Assets or are not licensed to any third-party Buyers. Licenses granted to Buyers prior to the end of the thirty (30) day period following an Author’s termination are non-revocable and perpetual and shall not be terminated for any reason, including an Author’s decision to remove its Assets. 
  3. Author’s Representations
    1. 3.1.Ownership of Assets. By submitting any content to SevenUnited and/or the Site, each Author represents and warrants that (a) no third-party owns any right, title, or interest in the submitted content; (b) submitted content does not, and SevenUnited’s display, reproduction, sale, distribution, or other use thereof will not, infringe or otherwise violate any right, including without limitation, copyright, trademark, trade secret, privacy or publicity rights of any person or entity; (c) Author’s performance under this Agreement does not and will not breach any contract or agreement with any person or entity; and (d) no consent, authorization, or payment is required from or to any third-party in order for SevenUnited to copy, create, or otherwise use the submitted content.
    2. 3.2.Limitations on Content. Author acknowledges and agrees it shall not submit any (i) adult or explicit content; (ii) offensive or derogatory content; or (iii) any other content that, SevenUnited’s sole discretion, is objectionable or contrary to the purpose or spirit of the Site. 
  4. Earnings and Payment. SevenUnited agrees to pay each Author eighty percent (80%) of the purchase of rights to that Author’s Assets, less any applicable affiliate fees, taxes and costs including, without exclusion, payment fees such as credit card or Paypal charges (the “Earnings”). Authors are also eligible to receive the ten percent (10%) affiliate fee as described in Section 13 below on eligible referrals. SevenUnited will use a third-party payment provider to pay Earnings. Author acknowledges and agrees payment of Earnings shall be subject to timelines, minimum payment amounts, and methods of payment as set by third-party payment providers in conjunction with SevenUnited. To the extent an Author has not earned sufficient Earnings to meet the minimum payment in a particular time period, that amount shall rollover to the next payment period until the minimum payment amount is met. Authors agree that Authors are solely responsible for payment of all applicable taxes or other government charges or fees associated with your participation in the Site and the Services. Each Author is responsible for ensuring that they have provided SevenUnited with accurate payment information. SevenUnited may deduct and/or withhold any costs related to returned or cancelled payments or potentially applicable taxes or other fees required by law to be paid by SevenUnited from an Author’s past or future Earnings. If you believe there are any errors or discrepancies in the Earnings, you must notify SevenUnited in writing with thirty (30) calendar days of receipt of the Earnings. 
  5. Indemnification. Each Author acknowledges and agrees that they shall indemnify, defend, and hold harmless SevenUnited, Buyers, and any such parties’ affiliates, and its respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by Author of its representations and warranties in Section 3 of this Agreement.
  6. Removal of Assets. Each Author acknowledges and agrees that SevenUnited retains the right to remove or suspend access to any Asset at any time without prior notice if (a) SevenUnited determines, in its sole discretion, that an Asset violates the terms of this Agreement, the Terms and Conditions, the Privacy Policy, quality standards, any other rules or guidelines posted to the Site, or violates any federal, state, or local law or regulation; (b) if SevenUnited receives a complaint that an Asset violates the rights of a third-party including, without exclusion, copyrights, trademarks, right of publicity, and defamation claims; (c) is any way harmful to the Site, SevenUnited, Buyers, or is otherwise objectionable to SevenUnited in its sole discretion. 
 
Terms Applicable to Buyers
  1. Payments. Buyer’s purchase of rights to use Assets are dependent upon effective and full payment to SevenUnited. If payment is cancelled or returned, the license granted pursuant to Section 2.2 shall be void and Buyer shall cease all use of the associated Assets.
  2. Ownership. Buyer acknowledges that, other than the limited license set forth in Section 2.2, Buyer shall not have any other ownership rights in any purchases through the Site or the Services. Buyer shall not re-distribute any purchases. 
  3. No Refunds. Buyer acknowledges and agrees that Authors are solely responsible for the quality of the Assets and that there are no guarantees regarding the Assets. SevenUnited does not offer any refunds of any fees paid. Buyers’ sole recourse is to contact the Author. Each Author has the discretion on how to manage and address any Buyer complaints.
 
Terms Applicable to Authors and Buyers
  1. Modifications and Changes. Members acknowledge and agree SevenUnited has the right to change and/or modify the provisions of this Agreement at any time, including changes to license terms and payment amounts. SevenUnited will provide such changes to Members by email or other electronic means associated with each Member’s account. With respect to changes to licenses or payment, such changes will take effect thirty (30) days following the date to which the changes were sent to the email associated with each Member’s account, or if no email is listed, from the date the changes were posted to the Site. If any Member does not agree to the changes, it must delete or otherwise terminate its account during this thirty (30) day period. Any Member’s continued participation in the Site or Services after this thirty (30) day period constitutes such Member’s acceptance of the modified Agreement.
  2. Termination and Suspension
    1. 11.1.Termination by Authors. Authors may terminate the Agreement by sending an e-mail to [email protected] Termination by Authors shall be effective thirty (30) days from the date Author terminates its account through its online profile.
    2. 11.2.Termination for Authors by SevenUnited. SevenUnited may terminate this Agreement and/or terminate and/or suspend an Author’s for any reason whatsoever including, without limitation, breach of any of the terms of this Agreement, any breach the Terms of Service or the Privacy Policy, a violation of any other rules or guidelines related to the Site or Services, or any other action that, in SevenUnited’s sole discretion, violates the spirit of this Agreement or damages the reputation of SevenUnited.
    3. 11.3.Termination for Authors or Buyers by SevenUnited. SevenUnited may terminate this Agreement and/or suspend your access to the Site or the Services (a) upon any breach of this Agreement; (b) your failure to make any required payment; or (c) if you take any actions or make any statements that SevenUnited deems, in its sole discretion, to be threatening, dangerous, inappropriate, or otherwise pose harm or pose a risk to SevenUnited, the Site, or other Members or participants in the Services. 
    4. 11.4.Survival. Except in the case of a breach of the Agreement or the Terms of Use by a Member, such Member shall receive any Earnings and Affiliate Fees accrued prior to the effective date of termination. Sections 2.2, 5, 17, 19, and 20 shall survive termination of this Agreement for any reason whatsoever. Any other provisions, terms, and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall also be deemed to survive.
  3. Communications. SevenUnited will distribute news and updates regarding the Site, Services, changes, special offers, and updates regarding the SevenUnited community, including important changes to this Agreement, the Terms of Service, payment terms, and similar important information. By providing your e-mail address on your account profile, you consent to receiving such communications. You are responsible for ensuring the e-mail address listed in your account is up-to-date, that you regularly review your e-mails, and that your spam filter does not block your receipt of these communications. You are able to manage your e-mail preferences through your account profile.
  4. Affiliate Program. All Members are eligible to participate in SevenUnited’s affiliate program. For more information on the rules, guidelines, and methods of participation, please visit the affiliate program page at https://www.skyld.com/partner (the “Affiliate Rules”). The affiliate program allows Members to utilize links to content to help promote Assets available for purchase through the Site. Any Member is eligible to promote the Assets of any Author through the affiliate program. Authors are also eligible to promote their own Assets through the affiliate program. SevenUnited will track the origin of affiliate links. Each member that shares an affiliate link that results in a direct sale from the affiliate link will receive ten percent (10%) of the purchase of rights to that Author’s Assets through such link (the “Affiliate Fee”). To be eligible to receive Affiliate Fees, Members must follow the Affiliate Rules. Failure to follow the Affiliate Rules may result in the forfeiture of Affiliate Fees. Affiliate Fees shall be paid in accordance with the payment terms set forth in Section 4 of this Agreement. 
  5. AuthorShare Program. SevenUnited may offer, but is under no obligation to offer, a program to encourage the Authors to participate in the SevenUnited community, such as by providing perks, highlighted authors, or other aspects to encourage a sense of community among the authors.
  6. Relationship Among the Parties. The relationship between SevenUnited on the one hand and any Author or Buyer on the other hand shall be only that of independent contractors. No party to this Agreement shall be deemed to be an agent of the other Party for any purpose. No party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind another party in any respect whatsoever.
  7. Disclaimers.
    1. SEVENUNITED PRODUCTS AND SERVICES, INCLUDING ALL ASSETS, ARE PROVIDED “AS IS.” SEVENUNITED DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.  SEVENUNITED DOES NOT WARRANT THAT THE OPERATION OF THIS SITE OR AS PART OF THE SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE. SEVENUNITED DOES NOT WARRANT THAT THIS SITE, OR ITS SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
 
Some states do not allow certain warranties to be excluded or limited. If you live in such a state, or to the extent SevenUnited’s liability cannot limit such warranties, the above disclaimer does not apply to you. 
 
  1. Limitation of Liability
IN NO EVENT SHALL SEVENUNITED BE LIABLE TO A BUYER FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF THE AMOUNT ACTUALLY PAID BY SUCH BUYER TO SEVENUNITED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
 
IN NO EVENT SHALL SEVENUNITED BE LIABLE TO AN AUTHOR, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF THE AMOUNT ACTUALLY PAID TO SUCH AUTHOR BY SEVENUNITED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEVENUNITED, ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, INJURY, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF PROFITS ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE OR SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR ANY DATE NOT SENT OR RECEIVED, ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SUCH, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE.
 
Some states do not allow liability to be excluded or limited. If you live in such a state, or to the extent SevenUnited’s liability cannot otherwise be excluded or limited as set forth below, then the limitations above does not apply to you.
  1. Revisions. You agree that SevenUnited may revise the Agreement and any rules, regulations, or other agreements related to the Site or the Services from time to time, at SevenUnited’s sole discretion. Such revisions shall become effective upon posting on the Site or providing a copy of the revised Agreement to you via the e-mail listed for your member account (the “Effective Date”). You acknowledge that it is your responsibility to review such e-mails or postings to review any revisions to the Agreement. Changes to percentages of Earnings, Affiliate Fees, and/or subscription fees shall take effect thirty (30) days following the Effective Date of the revisions, unless a later date is provided for by SevenUnited. Any changes to other fees or costs shall take immediate effect. By continuing to use the Site or the Services, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, or any other revision, you must delete your account and you may no longer access the Services.
  2. Indemnification. Each Member hereby agrees to indemnify, defend, and hold harmless SevenUnited and its respective affiliates, employees, agents, representatives, successors, and assigns from any and all liability, obligation, loss, damage, injury, penalty, action, judgment, suit, claim, cost, expense or disbursement of any kind and nature which may be imposed on, incurred by or served against SevenUnited by any person or entity relating to, arising out of, or in connection with such Member’s breach of or performance of this Agreement or any other policy, agreement, or action related to the Services including, but not limited to, the Agreement.
  3. Governing Law and Jurisdiction. The internal laws of State of Minnesota govern this Agreement without regard to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction).  Each Member and SevenUnited agrees that any suit, action, or proceeding with respect to any claims or disputes pertaining to this Agreement or to any matter arising out of or related to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota, and SevenUnited and each Member irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  4. Miscellaneous. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded. If an unenforceable provision is modified or disregarded, the rest of the Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure to enforce any one provision of this Agreement shall not be construed to be a waiver of such a provision or of the right to enforce any such provision or any other provision of this Agreement. If any provision of this Agreement becomes inoperative by operation of law, the Agreement shall remain in full force and effect so long as the contractual expectations hereunder continue to be realized.
 
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