Product licenses and terms of use

Luminar Marketplace Contributor Agreement

This Luminar Marketplace Contributor Agreement ("Agreement") governs your relationship as a Luminar Marketplace Websites contributor and the sales of your LUTs, overlays, presets, backgrounds, sky objects, textures, and other digital assets (“Assets”) on Luminar Marketplace located at https://skylum.com/marketplace and any other websites of Skylum and/or its affiliates where this Agreement is placed (collectively, “Luminar Marketplace Websites”).

When submit your (a) candidacy to become a Luminar Marketplace Websites contributor, and/or (b) your Assets for potential sale on Luminar Marketplace Websites, you acknowledge that you have read, agreed to, and accepted the terms of this Agreement.

However, Skylum retains absolute discretion in selecting contributors and approving Assets for sale on the Luminar Marketplace Websites. Nothing in this Agreement or on the Luminar Marketplace Websites shall be construed as constituting a public offer to enter into this Agreement or any obligation to accept your candidacy or Assets for sale on Luminar Marketplace Websites.

Once accepted by both you and Skylum, this Agreement constitutes a legally binding contract between you and Shinyfields Limited, a Cyprus company (“Skylum” or “we”).

The relevant parts of the Terms of Use available under the link: https://skylum.com/terms-of-use (“Terms”) apply in addition to this Agreement. In case of contradiction between the terms of the Terms of Use and this Agreement, the terms of this Agreement apply.

1. License to Skylum
   1. You grant us and our affiliated parties a limited, non-exclusive, fully-paid and royalty-free license and right to reproduce, publicly display, publicly perform, distribute, modify, create derivative works based upon, bundle together with other products sold on Luminar Marketplace Websites or other websites owned by Skylum, give to users free of charge, sub-license and otherwise use the Assets that you submitted to us through Luminar Marketplace Websites or through other means for the purposes of operating the Luminar Marketplace Websites, presenting, distributing, marketing, promoting, advertising, distributing and selling the licenses to the Assets to users.
2. License to Users
   1. You grant the users of the Luminar Marketplace Websites who purchased a license to relevant Asset a limited, non-exclusive, fully-paid and royalty-free license and right to reproduce, publicly display, publicly perform, modify, create derivative works based upon and otherwise use the Assets for any purposes at the users discretion, subject to the restrictions imposed by Skylum indepently or upon additional agreement with you.
3. Skylum's Rights
   1. By entering into this Agreement, you acknowledge that you understand and accept that Luminar Marketplace Websites are managed by Skylum in its sole discretion, including the right to:
      1. accept or decline any potential contributor or Asset;
      2. determine products (including Assets), services offered on Luminar Marketplace Websites, as well as to add or remove any of them at any time, with or without prior notice to you;
      3. determine the pricing, bundling, offers and other aspects of marketing, promotion and advertisement of the Assets and Luminar Marketplace Websites; and
      4. all other aspects of Luminar Marketplace Websites operation.
4. Representations and Warranties
   1. You represent and warrant that:
      1. you own all rights, title, and interest in and to the Assets and any materials you provide to us along with the Assets (such as titles, descriptions, photos or images, etc. – ""Materials"), including all copyrights, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other proprietary rights (""IP rights") or have all necessary rights and license to grant us the licenses under the Agreement, in which case you will disclose to us all material terms of your license to the Assets;
      2. the Assets and the Materials will not infringe any third-party rights, including, without limitation, the IP Rights, contain misleading, deceptive or false information, contain any illegal or defamatory content;
      3. you have lawfully obtained all model releases and other documents required to use the image and likeness of any identifiable persons depicted in the Assets and/or the Materials for the purposes of this Agreement, and you will provide all such documents to us along with the relevant Assets and/or the Materials;
      4. you will disclose to us if any artificial intelligence, machine learning or other content generating or altering technologies were used to create the Assets and/or the Materials.
5. Payments
   1. You will be entitled to a share of revenue agreed with Skylum from the sales of your Assets through the Luminar Marketplace Websites ("Revenue Share"). The Revenue Share will be net of any transactional taxes (including, without limitation, sales tax, VAT, etc.) and payment processor's fees.
   2. To be able to collect your Revenue Share, you will register with the payment processor under the link and according to instructions (if any) provided by Skylum. You will be solely responsible for you compliance with the payment processor's terms and conditions.
   3. The Revenue Share will be accrued automatically by Skylum's payment processor of choice and will be paid to your account with the payment processor.
   4. Skylum may, in its sole discretion, change the payment processor or choose another mechanism for paying you the Revenue Share at any time by notifying you of the same.
   5. You will be responsible for paying your own taxes independently of Skylum.
   6. If any taxes are required to be withheld on the Revenue Share payments made by Skylum connection with this Agreement, Skylum may deduct such taxes from the accrued amounts of the Revenue Share and pay them to the appropriate taxing authority, provided however that Skylum shall use reasonable efforts to ensure that any taxes withheld are minimized to the extent possible under applicable laws
6. Indemnity
   1. You will indemnify Skylum and our affiliated parties, directors, officers, agents, employees, partners, contractors, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to any your violation of the Agreement, the Terms, any third-party rights, or any applicable law.
7. Personal Data
   1. Your personal data will be processed in accordance with our Privacy Policy for the purposes of this Agreement and selling the Assets.
8. Confidentiality
   1. “Confidential Information” means all information related to each party's business, finance, legal information, products and product plans, policies, goals, and any other information that may be reasonably construed to be confidential, including information provided prior to this Agreement and including the particular terms of this Agreement, such as the Revenue Share percentage agreed separately.
   2. Each party agrees that it will, except as expressly authorized in writing by the other party (a) not use or permit the use of Confidential Information in any manner or for any purpose not expressly set forth in this Agreement; (b) not disclose or permit others to disclose any Confidential Information to any third party without first obtaining the other party's express written consent; and (c) limit access to Confidential Information to its personnel who need to know such information in connection with this Agreement.
9. Termination
   1. We may terminate this Agreement unilaterally at any time by notifying you of the same, for any or no particular reason whatsoever.
   2. You may terminate this Agreement by notifying us of the same at least sixty (60) days prior to the termination date.
10. Effect of Termination.
    1. Upon the termination of the Agreement Skylum will apply commercially reasonable effort to cease using the Assets as soon as commercially possible and delete any copies of the Assets in our possession.
    2. Provisions of this Agreement will survive termination of this Agreement if, pursuant to their nature, they shall survive termination, including, without limitation, Sections 4-8, 10, and 11.
11. Miscellaneous
    1. You may not assign the Agreement, in whole or in part, without the prior written consent of Skylum. Skylum may assign this Agreement at its own discretion.
    2. This Agreement, its validity, conclusion, performance, termination and any other matters arising out of or in connection to it, will be governed by and construed in accordance with the laws of Cyprus, regardless of any conflict of laws provisions. The parties agree that any dispute arising under this Agreement will be resolved exclusively through Cyprus courts according to their jurisdiction, and both parties irrevocably consent to the exercise of jurisdiction by said courts over them.
    3. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods, which shall not govern the Agreement.
    4. Skylum may amend this Agreement at any time by posting an updated version on its website and/or by notifying you of the amended Agreement in another way, provided that Skylum will notify you of any changes that have a materially adverse effect on your rights at least 30 days before they become effective.
    5. Except as expressly set forth in the Agreement, the Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. If any provision of the Agreement is held to be invalid, such invalidity will not affect the remaining provisions.
    6. Unless a written waiver of rights is signed by a party, nothing shall be construed as such a waiver, icnluding, without limitation, the failure to execercise any rights by a party.
    7. This Agreement intedned solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto.