OWD Seller Agreement


This document serves as the Content Distribution Agreement between the Seller and Off World Depot ("OWD"). It covers important aspects such as granting licenses, content distribution, payment and pricing, representations and warranties, termination, disclaimers of warranties, limitation of liability, and miscellaneous provisions. The Agreement allows Off World Depot to use and distribute the Seller's content, grants digital rights to customers, and establishes payment terms. It also includes provisions for termination, disclaimers of warranties, limitations of liability, and other miscellaneous terms. By accepting this Agreement, the Seller agrees to abide by its terms and conditions. Additionally, the Seller acknowledges and accepts the terms and conditions of this Agreement by checking the designated box on the application form or upon uploading any content for approval within their artist account after being accepted by Off World Depot.

1. Grant of Licenses

1.1 License to Off World Depot. The Seller hereby grants Off World Depot a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, distribute, transmit, modify, adapt, publicly display, and publicly perform the Content (collectively, the "Use") as necessary for marketing, administrative, demonstration, and operation of the Marketplace. This Use may include, but is not limited to, the promotion, operation, and marketing of the Marketplace and the distribution of the Content to customers for the purpose of granting them digital rights in the Content. Notwithstanding the foregoing, Off World Depot shall be under no obligation to distribute the Content.

1.2 License to Customers. In addition, the Seller acknowledges and agrees that Off World Depot may grant customers a non-exclusive, perpetual, worldwide license to download, use, reproduce, transmit, modify, publicly display, publicly perform, distribute, license, promote, sell, and otherwise make use of the Content for personal, promotional, and/or commercial purposes (collectively, the "Customer Digital Rights").

1.3 Distribution Not a Sale. The Seller and Off World Depot hereby acknowledge and agree that the distribution of the Content to customers via the Marketplace is not a sale of the Content itself, but rather, a grant of the Customer Digital Rights to use the Content in accordance with this Agreement.

2. Seller Profit Share Payments and Calculations

2.1 Customer Subscription Payment. Off World Depot shall sell customer digital rights via the customer's subscription payment for access to the library.

2.2 Monthly Payments to Sellers. Off World Depot shall remit amounts owed to the Seller on a monthly basis. Payments for a particular month shall be made within 30 days of the end of that month.

2.3 Payment Processor. All payments to Sellers will be made through a payment processor chosen by Off World Depot. To receive payments, Sellers must create an account with the selected payment processor and agree to its terms of service. Off World Depot may provide necessary information to the payment processor for account setup. Off World Depot makes no representations regarding, and will not be liable for, any services provided by the payment processor. The Seller is responsible for all fees charged by the payment processor. Off World Depot bears no liability for any wire transfer fees, bank charges, or other costs incurred by the Seller. All amounts are payable in US dollars.

2.4 Tax Responsibilities. Sellers are solely responsible for any and all taxes, levies, VAT, or similar charges payable on payments received from Off World Depot, regardless of the jurisdiction that imposes such charges. Off World Depot is not the Seller's employer or partner.

2.5 Required Information. The Seller may be required to provide Off World Depot or its selected payment processor with a completed W-9 or W-8BEN form, bank account details, or any other documentation as reasonably requested.

2.6 Profit Share Amount. Off World Depot shall pay Sellers a profit sharing amount, calculated as 40% of the MRR (monthly recurring revenue) derived from Off World Depot's subscription library subscriber income ("MRR"). The proportion of the MRR Share Amount payable to each Seller will be determined based on each Seller's share of total monthly downloads. For example, if Off World Depot records 400 downloads in a month, and a Seller's products are downloaded 200 times, that Seller will receive 50% of the MRR Amount for that month.

2.7 Download Counting and Security Measures. Off World Depot has the sole responsibility to track the number of downloads. Only unique downloads are counted; multiple downloads of a single product by a single user in one month will not be counted. This approach is implemented to protect the platform against fraudulent or inflated download numbers. Off World Depot employs undisclosed additional security measures to ensure the integrity of its payment and profit-sharing calculations. Downloads of their own products by Sellers will be automatically excluded from the total download counts used to determine monthly profit share amounts.

3. Content and Intellectual Property Rights

3.1 Content Ownership. Aside from the rights explicitly granted by the Seller to Off World Depot in the preceding clause, Off World Depot unequivocally acknowledges that it does not gain any right, title, or interest from the Seller under this Agreement regarding any Content provided by the Seller, inclusive of any Intellectual Property rights inherent in said Content. On receipt of a written request from the Seller, Off World Depot pledges to discontinue offering for sale any digital rights pertaining to any or all Content supplied by the Seller through the Marketplace within a commercially acceptable timeframe.

3.2 Seller's Assurances. The Seller asserts and warrants that they possess all necessary Intellectual Property rights requisite to confer upon Off World Depot the rights delineated in this Agreement. This encompasses necessary patent, trademark, trade secret, copyright, or other proprietary rights relating to the Seller's Content. In instances where the Content comprises third-party materials, the Seller avers that they are legally entitled to circulate such third-party material incorporated within the Content. The Seller agrees to abstain from submitting any material to the Marketplace that is protected by copyright, trade secret, or subject to any other proprietary rights, unless the Seller either owns these rights or possesses explicit permission from the rights owner to do so.

3.3 Restricted Licenses. The Seller assures and warrants that their Content does not embody any software, content, or other material that is licensed under a restricted license, or that constitutes a modification or derivative of any software, content or material governed by such a restricted license.

3.4 Disclosure Authorization. The Seller accedes that Off World Depot is entitled to share the Seller's name, address, and other contact information with any third party who legitimately contests that the Seller lacks the requisite Intellectual Property rights in and to the Seller's Content. This encompasses all necessary patent, trademark, trade secret, copyright, or other proprietary rights.

4. Termination of Agreement

4.1 Termination Rights. Either party may terminate this Agreement at any time, for any reason or for no reason, with or without cause or explanation, by providing written notice to the other party. Such written notice may be delivered via email. Such termination shall take effect immediately upon receipt of said notice, subject to the following conditions:

4.2 Final Payment. In the event of termination, Off World Depot will issue a final payment to the Seller, provided that the Seller's payment information has been correctly set up as outlined in Section 3 of this Agreement. Off World Depot will make reasonable attempts to contact the Seller, including through discord chat and provided email, to ensure this final payment is processed. Any unpaid balances due to payment threshold restrictions will be included in this final payment.

4.3 Content Removal. Upon termination of this Agreement, the Seller will use the artist dashboard to remove any and all products they do not wish Off World Depot to continue to offer on the platform.

4.4 Post-Termination Obligations. Following the termination of this Agreement by either Off World Depot or the Seller, Off World Depot is under no obligation to distribute any further profit sharing payments for any products previously offered on the platform. Off World Depot cannot reasonably revoke all licenses that have been granted to customers in relation to the Seller's Digital Content. Any content that was downloaded while the Seller's agreement and account were active will continue to exist in perpetuity, and no new licenses will be distributed for a terminated account. It is the Seller's responsibility to remove their content from the platform.

5. Seller Representations and Warranties

5.1 Accuracy of Information. The Seller represents and warrants that all information they have provided to Off World Depot, including descriptions and representations of their Content, is accurate and truthful and does not misrepresent the quality or nature of the Content.

5.2 Prohibition on Generative AI Content. The Seller represents and warrants that their Content has not been created utilizing generative AI programs, except as initial reference material in the preliminary stages of a project. No final Content should incorporate elements created by generative AI programs. Off World Depot reserves the right to amend this Agreement in the future to allow the use of AI-generated Content, but at this point, it views such use as potentially infringing on the rights of artists whose work might be used without consent, compensation, or credit. Until the practices of generative AI companies align more closely with ethical standards, AI-generated Content is prohibited in Off World Depot's libraries.

5.3 Customer Support. The Seller is solely responsible for providing any customer support and maintenance for their Content. Any customer complaints regarding the Seller's Content will be directed to the Seller for resolution.

5.4 No Violation of Rights or Law. The Seller represents and warrants that their Content does not violate or infringe upon any copyright, trademark, trade secret, patent, privacy right, or any other right of any individual or third party. They further warrant that their Content does not defame any person or group or violate their rights of publicity or privacy, and that it does not breach any contract or law or regulation. The Seller warrants that their Content is free of viruses, adware, spyware, or any other harmful or malicious content.

6. Disclaimer of Warranties

6.1 Assumption of Risk. You explicitly acknowledge and agree that your engagement with the Marketplace is entirely at your own risk. The Marketplace is provided on an "As Is" and "As Available" basis, with no warranties expressed or implied.

6.2 Non-Liability for Unauthorized Use. You explicitly acknowledge and agree that Off World Depot is not liable for any unauthorized use, sale, or distribution of your Content beyond the Marketplace, including but not limited to such occurrences on unauthorized platforms or websites.

6.3 Express Disclaimer. Off World Depot categorically disclaims all warranties and conditions, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, particularly in relation to services provided by third-party entities, such as payment processors.

7. Seller Eligibility and Certification of Age

7.1 Seller Eligibility. By registering as a seller on the platform and receiving profit share payouts, artists hereby certify that they are 18 years of age or older. It is a requirement for sellers to be of legal age to enter into contracts and engage in commercial activities.

7.2 Age Certification. Sellers understand and acknowledge that the platform relies on the accuracy and truthfulness of the provided information, including age certification. Any false or misleading information regarding age certification may result in the termination of the seller's account.

7.3 Verification Requirements. The platform reserves the right to request proof of age documentation from sellers at any time to verify their eligibility. Sellers agree to provide valid identification documents, such as a government-issued ID or passport, if requested by the platform. Failure to provide satisfactory documentation within a reasonable timeframe may result in the suspension or termination of the seller's account.

7.4 Platform Disclaimers. Sellers understand that the platform does not assume any responsibility or liability for the accuracy of the age certification provided by sellers. It is the sole responsibility of the sellers to ensure that they meet the legal age requirements for engaging in commercial activities.

7.5 Indemnification and Liability. Sellers further agree to indemnify and hold the platform harmless from any claims, damages, or liabilities arising out of their failure to meet the age requirements or their provision of false or misleading age certification.

8. Limitation of Liability

8.1 Content Liability. You explicitly agree and acknowledge that you solely bear responsibility for the Content distributed via the Marketplace and for any consequences thereof, inclusive of any damage or loss incurred by Off World Depot or any third party.

8.2 Exclusion of Indirect Damages. Off World Depot, its affiliates, or their officers, directors, employees, agents, suppliers, or licensors shall not be held liable for loss of profits or any special, incidental, indirect, or consequential damages resulting from or in connection with this Agreement, including issues relating to the Marketplace, the functionality or lack thereof, services rendered by payment processors or any other third parties, and/or errors or bugs inherent to the Marketplace.

8.3 Liability Cap. The aggregate liability of Off World Depot under this Agreement shall not exceed the total compensation paid to you in the twelve-month period preceding the incident giving rise to the liability.

8.4 Acceptance of Risk. You acknowledge that Off World Depot bears no liability concerning the quality, operation, and/or performance of any part or the entirety of the Marketplace.

9. Indemnification

9.1 Indemnification by Seller. You agree to defend, indemnify, and hold harmless Off World Depot, its subsidiaries, affiliates, licensors, employees, agents, third party information providers, and independent contractors against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your conduct, your use or inability to use the Marketplace, your breach or alleged breach of this Agreement or of any representation or warranty contained herein, your unauthorized use of the Content, or your violation of any rights of another.

10. Amendments

10.1 Off World Depot reserves the unilateral right, at its absolute discretion, to revise or modify any part of this Agreement at any time. Notification of such amendments may not be directly communicated; instead, the latest version of this Agreement will be made available upon your next login to your account, utilization of the artist dashboard, or submission of any further content.

10.2 By continuing to log into your account, utilize the artist dashboard, or submit any additional content, you as the seller are affirmatively demonstrating your acceptance and agreement to comply with the updated and most recent amendments to this Agreement as issued by Off World Depot.

10.3 It is incumbent upon you, the seller, to review this Agreement periodically and familiarize yourself with any modifications or amendments. You bear the responsibility to check this page frequently to remain informed about any changes to this Agreement.

11. Assignments

11.1 The Seller shall not assign, subcontract, delegate, or otherwise transfer this Agreement, in whole or in part, without obtaining the prior written consent of Off World Depot. Any such unauthorized assignment, subcontract, delegation or transfer shall be void and without effect.

11.2 This prohibition applies to all obligations, rights, and duties under this Agreement. This includes, but is not limited to, the right to upload 3D assets to the platform, the responsibility to comply with all platform policies and guidelines, and any compensation, royalties, or other benefits due to the Seller under the terms of this Agreement.

11.3 Off World Depot retains the right to assign or transfer this Agreement, in whole or in part, to any affiliate or successor in interest, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the need for consent from the Seller. In such cases, the assignee or transferee will assume all rights and obligations of Off World Depot under this Agreement.

11.4 If the Seller wishes to request permission for an assignment or transfer, the request must be made in writing to Off World Depot and include all relevant details of the proposed assignment or transfer, including the identity of the proposed assignee or transferee and the reason for the request.

11.5 Off World Depot will consider all requests for assignment or transfer in its sole discretion, and its decision to grant or deny any such request shall be final.

11.6 Should the Seller violate this Assignment section, Off World Depot reserves the right to take any and all action deemed necessary, including but not limited to termination of this Agreement and removal of the Seller's assets from the platform.

11.7 This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.

12. Miscellaneous

12.1 Independent Contractors: The Seller and Off World Depot are independent contractors under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Each party shall be solely responsible for all its respective employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement.

12.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Each party consents to and submits itself to the exclusive jurisdiction and venue of the state and federal courts located in Cache County, Utah, for any action or proceeding arising out of or relating to this Agreement.

12.3 Entire Agreement: This Agreement, together with any exhibits, schedules, attachments, and addenda, constitutes the entire agreement between the Seller and Off World Depot and supersedes any prior understandings, agreements, or representations by or between the parties, written or verbal, which may have related to the subject matter hereof in any way.

12.4 Waiver: No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement will not constitute a waiver of such provision or any other provision(s) of this Agreement.

12.5 No Third-Party Beneficiaries: Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, the parties recognize and agree that all rights under Section 10 ("Assignment") are granted for the benefit of Off World Depot's affiliates and licensors and are enforceable by and for the benefit of such affiliates and licensors.

The Seller a

12. Definitions

  1. "Seller": The individual or entity who provides the content to Off World Depot for distribution.
  2. "Off World Depot" or "OWD": The entity that uses and distributes the Seller's content. It provides a platform (the Marketplace) for content distribution.
  3. "Content": The digital materials provided by the Seller for distribution by Off World Depot.
  4. "License": A legal right granted by the Seller to Off World Depot and customers, permitting specific uses of the Seller's content.
  5. "Use": The actions permitted under the granted licenses, including, but not limited to, using, reproducing, distributing, transmitting, modifying, adapting, publicly displaying, and publicly performing the Content.
  6. "Customer Digital Rights": The rights granted to customers by Off World Depot to use the Content for personal, promotional, and/or commercial purposes.
  7. "Marketplace": The platform operated by Off World Depot for content distribution.
  8. "Intellectual Property rights": The legal rights that result from intellectual activity in the industrial, scientific, literary, and artistic fields. These can be inventions, literary and artistic works, and symbols, names, and images used in commerce.
  9. "Restricted license": A type of license that restricts certain uses of the software, content, or other material.
  10. "Payment Processor": The third-party service chosen by Off World Depot to handle transactions between the Seller and Off World Depot.
  11. "Profit Share Amount": The part of the net profit derived from Off World Depot's subscription library subscriber income that is payable to Sellers.
  12. "Generative AI Content": Content that is created using artificial intelligence programs.
  13. "Termination": The act of ending this Agreement by either the Seller or Off World Depot.
  14. "As Is" and "As Available": Terms used to disclaim certain implied warranties that a product or service ordinarily would be expected to have.
  15. "Indemnification": A contractual obligation of one party (the indemnitor) to compensate the loss occurred to the other party (the indemnitee) due to the act of the indemnitor or any other party.
  16. "Amendment": A formal change or addition to a legal or statutory document.

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