Shop Terms This page explains the terms ("Shop Terms") by which you may sell licenses to Assets through Creative Market’s online services (the “Service”) as a shop owner. By creating an account or accessing or using the Service, you (1) agree that you have read, understood, and agree to be bound by the terms and conditions of these Shop Terms, together with the Site Terms of Service, Affiliate Agreement (if applicable), and the applicable General Licenses and Font Licenses which together constitute a binding agreement ("Agreement") between the person or legal entity named in the sign up process (referred to as "Shop Owner", "you", or "your") and Creative Market Labs, Inc. (referred to as "we", "us", "our", or "Creative Market"), and (2) also that you have read and acknowledge the collection and use of your information as set forth in our privacy policy (the "Privacy Policy"), whether or not you are a registered user of the Service. If you open a Creative Market Shop on behalf of an organization or other entity, then (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf. The Parties agree to the following: Shop Owner Affirmations and Warranties You agree that any Assets you make available on the Service will not violate third-party rights of any kind including, but not limited to, any Intellectual Property Rights or rights of privacy. For the purposes of these Shop Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, country, territory or other jurisdiction. Creative Market reserves the right to ban or remove access to Service if we receive one or more copyright complaints against your listed Assets. You understand that publishing your Assets on the Service is not a substitute for registering it with the Canadian Intellectual Property Office, U.S. Copyright Office, the Writer's Guild of America, or any other rights organization. You affirm, represent and warrant the following: You have the full right, power and authority to enter into the Agreement and to fully perform all of your obligations. Your Assets and all parts thereof are owned and controlled by, or licensed to you, and your use of the Service is permitted by applicable law and by all applicable rights holders. You retain all Intellectual Property Rights to your posted Assets. If your Assets consist in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs by uploading such Assets to Creative Market, the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in the Assets created by you, and to license such Assets to Creative Market. If your Assets contain music and/or lyrics, you own or have acquired all rights to use such music and/or lyrics and any sound recording from the owner of the copyright in such music and/or lyrics or sound recording. Your Assets and Creative Market’s use of them as contemplated by these Shop Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. To the extent that your Assets contain identifiable third parties or landmark(s), you represent that you have obtained written consent and/or model and property release(s) of those third-parties pictured, to use such third party’s name or likeness and grant Creative Market all of the license rights set forth in the applicable License(s). You also warrant that each such third party has released you from any liability that may arise in relation to such use. Creative Market may exercise the rights to your Assets granted under these Shop Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. You will not provide inaccurate, misleading or false information to Creative Market or to any other User. If information provided to Creative Market or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Creative Market of such change. You will not use Service to direct Users to other services or sites to purchase Assets. By using the Service to sell one or more Assets, you agree to pay Creative Market’s fees for such transaction, assume full responsibility for the content of the Assets offered, and accept that Creative Market cannot guarantee exact listing durations. By using the service, you grant Creative Market the following: We will have discretion to increase or decrease the price of any Asset to maximize your overall performance We will have discretion to offer discounts as part of special promotions, online sales, or campaigns, or to customers who we believe will make volume purchases or commitments or to help secure additional revenue on your behalf; We will have discretion to temporarily or in select markets charge higher or lower prices to test pricing levels in an effort to maximize sales or revenue on your behalf; notwithstanding the foregoing, you shall not set the price for an Asset that is higher than the lowest price for which the same (or substantially the same) Asset is offered by or on any other media marketplace, agency or other redistribution arrangement (each an "Other Marketplace"), if a Content item is offered at a lower price by or on any Other Marketplace, we may lower the price in our marketplace to match or beat that price. You agree to abide by any seller guidelines or policies set forth by Creative Market, including but not limited to the Shop Owner Guidelines and Site Content Guidelines. Creative Market reserves the right to terminate an account, close a shop or remove products for any reason, including without limitation for a violation of these Shop Terms or the Site Terms of Service. License Grant. To Creative Market. By posting any Assets on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Creative Market a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Assets and your name, voice, and/or likeness as contained in your Asset, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Creative Market’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You affirm that any listed Assets are cleared to be sold under the applicable Licenses listed below: Creative Market License Creative Market Font License (where applicable) GPL (where applicable, for Wordpress content.) To Other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under these Shop Terms and the applicable License. You grant and/or authorize Creative Market to grant each User of the Service who purchases licenses to your Assets with all the rights, and subject to all the restrictions, described in the applicable License purchased. You should review the Licenses carefully before uploading any Assets. Asset Delivery. All Assets must be delivered immediately after purchase, with no barriers to immediate download. Whenever required, all Asset files should be hosted on Creative Market. You must not require a customer to provide personal information in order to access licensed Assets. Resolution Process for Transactions. All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when customers claim that the licensed Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting Shop Owners earned credits balance. Refunds. You understand and agree that Creative Market has no obligation to provide refunds on any licensed Assets, including but not limited to if Creative Market finds that the Asset has been downloaded by the User. You agree that any and all refunds are provided at the sole discretion of Creative Market. You understand and agree to Creative Market’s full Refund & Exchange policy, which we may change from time to time. Payouts & Earnings. Unless otherwise agreed by the parties in writing, Creative Market shall send requested payouts according to published timeframes, and in the method, you select during the payout setup process. Available payout methods are subject to change. Our current payment terms (rates, fees, etc.) are available here—you should check this link regularly as we may change these in our sole discretion at any time and such change will apply to all transactions that occur after the published change. Payout requests may only be made if the total amount due to you totals at least US$20. Creative Market reserves the right to withhold payment or chargeback to your account any amounts otherwise due to us under these Shop Terms, or amounts due to any breach of these Shop Terms by you, pending Creative Market's investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Creative Market in writing within thirty (30) days of such payment. Failure to so notify Creative Market shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Creative Market. No other measurements or statistics of any kind shall be accepted by Creative Market or have any effect under these Shop Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Shop Owner funds based on certain factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim. Custom Licensing. Creative Market shall have the right to negotiate and enter into custom licensing agreements with third party customers on behalf of the Shop Owner and/or via sublicense by Creative Market for the Assets that are the subject of the Shop Owner Agreement on the terms herein. Creative Market offers an offline enterprise sales program through which Creative Market may enter into custom licensing agreements (“Custom End User License Agreements”), outside of the online marketplace, with third party companies (“Enterprise Customers”) to license specific Assets (the “Offline Sales Program”). These companies typically engage in depth with the sales team at Creative Market because they desire to license multiple Assets across multiple Shops for specific needs, and often require a more specialized form of license agreement and payment terms. The Offline Sales Program provides Shop Owners with the opportunity to reach customers that may not be serviced via ecommerce. Creative Market makes no representation or warranty as to the amount of revenue that Shop Owner may earn by participation in the Offline Sales Program and in fact Shop Owner may earn no revenue by participating in the Offline Sales Program. We may revise and update the Custom Licensing terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to any licenses granted by Creative Market to Enterprise Customers after such change. Your continued use of the Service following the posting of revised Custom Licensing terms means that you accept and agree to the changes. You are expected to check this page regularly so you are aware of any changes, as they are binding on you. Enterprise Sales Grant of License Conforming License Grants. Without limiting the generality of the license grant set forth in the Shop Agreement, by participating in the Offline Sales Program, you hereby expressly grant to Creative Market the right to negotiate and enter into Custom End User License Agreements with Enterprise Customers through a sublicense and/or on behalf of the Shop Owner without seeking further consent from the Shop Owner on the terms of those Custom End User License Agreements. The scope of the license granted to an Enterprise Customer under this Section A shall be consistent, in material respects, with the scope of the licenses granted in the Shop Owner Agreement and the Licenses (defined below). You represent, warrant and affirm that any Assets you make available for online sales on the Creative Market Service are cleared to be licensed by Creative Market to Enterprise Customers pursuant to a Customer End User License Agreement on your behalf and/or via sublicense by Creative Market in accordance with the rights granted to Creative Market in a manner that is consistent, in material respects, with the rights you grant under the Shop Owner Agreement including the applicable licenses listed below (“Licenses”) (as they may be modified pursuant to the Shop Agreement): Creative Market License Creative Market Font License (where applicable) GPL (where applicable, for WordPress content) Non-Conforming License Grants. If an Enterprise Customer desires to license one or more of your Assets from Creative Market materially outside of the scope of the rights you grant in the Shop Owner Agreement and Licenses (“Non-Conforming License Grants”), Creative Market will seek your written consent -- such consent limited to material license terms that are materially outside of the scope of the rights granted in the Shop Owner Agreement -- before entering into such agreement involving your Assets (the “Proposed Terms”). You will have the option to participate in any individual Enterprise License involving Non-Conforming License Grants of your Assets by consenting in writing (email consent being acceptable) to the allow Creative Market to license on your behalf and/or sublicense your Assets on the Proposed Terms (“Sublicense Consent”). You acknowledge and agree that if you provide Sublicense Consent, (a) you hereby grant all such rights and licenses, make all such representations and warranties, and undertake all such obligations as those contained in the Proposed Terms in addition to those already agreed to by you in this Shop Owner Agreement and (b) grant Creative Market all rights necessary to sublicense such rights and licenses and make all such representations and warranties contained in the Proposed Terms to the Enterprise Customer. You acknowledge that even if you provide Sublicense Consent, the Enterprise Customer or Creative Market may decide to not enter into an Enterprise License, or may decide to not include your Assets for which you provided Sublicense Consent. Shop Owner hereby additionally grants to Creative Market a non-exclusive, worldwide, non-transferable license to create, duplicate, distribute and license the Assets as necessary in order to supply appropriate deliverables to Creative Market Enterprise Customers in order to support the Custom End User License Agreements. Representations, Warranties, Indemnification. You ratify and agree that all representations, warranties, and indemnification obligations contained in the Shop Owner Agreement and the applicable Licenses apply to the Offline Sales Program and Creative Market shall be entitled to rely on all such representation, warranties, and obligations form you in entering into any Custom End User License Agreements. Pricing. Creative Market will use the Shop Owner’s available pricing if indicated in their Shop Owner account as a guideline to negotiate pricing in Custom End User License Agreements based on the Enterprise Customer’s budget and the value of the Assets to the application that is subject of the Custom End User License Agreements. Although Creative Market will endeavor to negotiate a price consistent with industry trends, Creative Market makes no representations or warranties with respect to the negotiated price. Creative Market is not bound by the Shop Owner’s available pricing. Creative Market may make suggestions and offer scenarios for licensing the Assets to Enterprise Customers in negotiating Custom End User License Agreements. Creative Market is under no obligation to obtain permission from the Shop Owner for the scenarios proposed to Enterprise Customers and/or the pricing in Custom End User License Agreements. Fee. The rate that Creative Market will pay you for any sales under the Offline Sales Program shall be thirty percent (30%) of net revenue received that is directly associated with the Shop Owner’s Assets included under the Custom End User License Agreements, notwithstanding any other rate applicable to your Assets outside of the Offline Sales Program. If a Custom End User License Agreement includes your Assets together with assets from other licensors (including other shop owners) Creative Market will allocate the revenue based on the pricing in the Custom End User License Agreement or if such pricing is bundled, Creative Market shall allocate the revenue between licensors, including you, in a manner it deems commercially reasonable in its sole discretion. Confidentiality. You acknowledge and agree to keep in strict confidence any Confidential Information that Creative Market provides you in connection with your participation in the Offline Sales Program. “Confidential Information” means non-public information disclosed orally or in writing by Creative Market to you, including but not limited to information about Creative Market, Enterprise Customers, the terms of any actual or proposed Custom End User License Agreement (including any Proposed Terms), Creative Market or Enterprise Customers’ business, finances, customers, partners, operations, products, technology, systems or plans, that is designated as confidential or proprietary, or that reasonably should be considered confidential given the nature of the information and the circumstances of its disclosure. Notwithstanding anything to the contrary herein, this section imposes no obligation regarding information that: (a) was known to you before disclosure hereunder; (b) is or becomes publicly known through no breach of this section; (c) is rightfully received by your after disclosure hereunder from a third party that is not required to keep the information confidential; or (d) is independently developed by you without use of the Confidential Information. Warranty Disclaimer. CREATIVE MARKET’S PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CREATIVE MARKET DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS AND SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CREATIVE MARKET DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE SHOP OWNER’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CREATIVE MARKET ARISING FROM, RELATING TO, OR IN CONNECTION WITH THESE SHOP TERMS EXCEED THE AMOUNTS PAID TO SHOP OWNER UNDER THESE SHOP TERMS. General. Independent Contractor. Neither party shall be deemed to be an agent of the other party for any purpose, and the relationship between the parties shall only be that of independent contractors. Neither 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 the other party in any respect whatsoever. Governing Law and Jurisdiction. These Shop Terms are subject to the governing law, jurisdiction, class action waiver, and other dispute provisions set forth in the Site Terms of Service. Assignment. Shop Owner shall not assign, delegate, or otherwise transfer its rights or obligations under these Shop Terms, by operation of law or otherwise, without the prior written consent of Creative Market. These Shop Terms will inure to the benefit of the parties and their permitted successors and assigns. Changes to Shops Terms. We may revise and update these Shop Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Service. Your continued use of the Service following the posting of revised Shop Terms means that you accept and agree to the changes. You are expected to check this page from regularly so you are aware of any changes, as they are binding on you. Severability. If any of the provisions of these Shop Terms are held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions shall continue in full force and effect. Conflicts. In the event of a conflict between these Shop Terms and the Site Terms of Service, Affiliate Terms and/or a License, the conflicting provision of these Shop Terms shall apply solely with respect to the subject matter of these Shop Terms to the extent of such conflict. Last Updated: April 21, 2022