This Services Agreement (“Agreement”) is entered into and is effective this ___ day of _____________________ 2016 (the “Effective Date”) by and between TemplateMonster.com owned by Theme Technologies LLC. Operated by Jetimpex Inc., a Company registered under the laws of Florida having its principal place of business located at Ft. Lauderdale, Florida, United States (“Company”), and __________________________ (Name of author) of ____________________________ __________________________________________________ (address of Author) (“Author”). Both “Company” and “Author” shall be referred to individually as the “Party” or collectively as the “Parties”.
RECITALS
WHEREAS, the Company provides owns and operates an online platform service that will enable its customers to buy pre-made design content from the Author; and,
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions under which Company will promote Author’s products and services on Company’s website.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions hereinafter set forth, and other consideration which the Parties acknowledge has been received and is sufficient, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 “Confidential Information” shall mean (i) all information disclosed in tangible form and marked “confidential” or “proprietary” or its equivalent at the time of disclosure, and (ii) all information disclosed orally or otherwise in intangible form and designated as “confidential” or “proprietary” or its equivalent at the time of disclosure and is confirmed by the Disclosing Party in writing within ten (10) working days as being confidential.
Confidential Information may include, without limitation, computer programs, code, specifications, names and expertise of employees and consultants, formulas, processes, inventions (whether patentable or not), schematics, and other technical, business, and financial plans, forecasts, strategies, and information. Confidential Information shall not include any information that is:
- publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of the Receiving Party;
- was known to the Receiving Party prior to the date of disclosure or becomes known to the Receiving Party thereafter from a third Party having an apparently bona fide right to disclose the information;
- is disclosed by the Receiving Party in accordance with the terms of the Disclosing Party’s prior written approval;
- is disclosed by Disclosing Party to any other third party without restriction on further disclosure;
- is independently developed by the Receiving Party; or that the Receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative or Congressional subpoena.
Receiving Party means a Party that receives Confidential Information under this Agreement.
1.2 “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, country, territory or other jurisdiction.
1.3 “Content” means all materials comprising a Party’s Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Intellectual Property Rights.
1.4 “Disclosing Party means a Party that discloses Confidential Information under this Agreement.
1.5 “Marks” means all trademarks, service marks, trade names, logos, words, symbols, or other source-identifying indicia that of either Party or either Party’s respective products or services.
1.6 “Marketplace” means the Company’s e-commerce website which is a platform for third parties (sellers) selling their products and services, whereas transactions are processed by the marketplace operator.
1.7 “Product” is a pre-designed webpage, or set of webpages and other materials, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips, or text that can be used to create a website by adding or customizing its content.
2. SCOPE
2.1 The Parties shall determine the content of each Party’s own respective websites, products, and services, including specifications, features, and functions, as well as any documentation or related materials;
2.2 The Company may, at its sole discretion, discontinue distribution of any or all of the Author’s products and services in some or all markets or through some or all channels of distribution;
2.3 The Company may, at its sole discretion, change or terminate any of the Author’s specifications, features, or functions of its products and services.
3. SERVICE SUPPORT
3.1 Author is responsible to the end-user customer to provide support services for purchases and fulfillment of the customer’s requests. The company shall have no responsibility to provide service to a customer, however, the Company may, at its sole discretion, resolve customer complaints by refunding purchases made by the customer, and shall have the right to charge the refunds made by Company directly to the Author. If the Author consistently violates the marketplace rules by failing to provide timely support or failing to resolve product issues within the specified timeframes, the marketplace reserves the right to indefinitely freeze the Author’s balance until all details are resolved with the customers.
4. COMMISSION RATES
4.1 There are predefined commission rates when selling products on the Company Marketplace. When Author submits a product to the Company Marketplace, the Author shall elect either non-exclusive items or exclusive items, as particularly described in section 5 below, and subject to section 4.2 below.
4.2 Commissions due to the Author will be subject to any order refunds initiated by the customer. To the extent customer orders are refunded by Company to the customer, commissions due on such orders will be deducted by Company from Author.
5. EXCLUSIVE AND NON-EXCLUSIVE ITEMS
5.1 Author’s commission rate shall start at 50-65% when Author sells an item exclusively on the Company Marketplace of his/her sales revenue and 40% – 65% for non-exclusive items.
Authors who choose to sell their products or services on the Company Marketplace on a non-exclusive basis will receive a flat commission of their sales revenue based on the type of product they sell.
| Product type | % for exclusive items | % for non-exclusive items | |
| WordPress Store | WordPress theme | 50-65% | 40% |
| WooCommerce Theme | 50-65% | 40% | |
| Elementor Template | 50-65% | 40% | |
| HTML templates | Website templates | 50-65% | 40% |
| Landing Page Template | 50-65% | 40% | |
| Newsletter Template | 50-65% | 40% | |
| Admin Template | 50-65% | 40% | |
| Specialty Page | 50-65% | 40% | |
| Muse Template | 50-65% | 40% | |
| Ecommerce Templates | Shopify Theme | 50-65% | 40% |
| PrestaShop Theme | 50-65% | 40% | |
| Magento theme | 50-65% | 40% | |
| OpenCart Template | 50-65% | 40% | |
| MotoCMS Ecommerce Template | 50-65% | 40% | |
| ZenCart template | 50-65% | 40% | |
| VirtueMart Template | 50-65% | 40% | |
| BigCommerce Themes | 50-65% | 40% | |
| CMS | Joomla template | 50-65% | 40% |
| Moto CMS 3 Template | 50-65% | 40% | |
| Moto CMS HTML Template | 50-65% | 40% | |
| Drupal template | 50-65% | 40% | |
| Plugin | WordPress Plugin | 50-65% | 40% |
| PrestaShop Module | 50-65% | 40% | |
| JavaScript | 50-65% | 40% | |
| Magento Extension | 50-65% | 40% | |
| Presentations | PowerPoint Template | – | 50-65% |
| Keynote Template | – | 50-65% | |
| Google Slides | – | 50-65% | |
| Infographic Elements | – | 50-65% | |
| Graphics | Logo template | – | 50-65% |
| PSD Template | – | 50-65% | |
| Iconset template | – | 50-65% | |
| Fonts | – | 50-65% | |
| Printable Resume Templates | – | 50-65% | |
| App Template | – | 50-65% | |
| Unbounce Template | – | 50-65% | |
| Sketch Template | – | 50-65% | |
| Photo Gallery Template | – | 50-65% | |
| UI Elements | – | 50-65% | |
| Corporate identity template | – | 50-65% | |
| Certificate Template | – | 50-65% | |
| Illustration | – | 50-65% | |
| Social Media | – | 50-65% | |
| Product Mockup | – | 50-65% | |
| Animated Banner | – | 50-65% | |
| Pattern | – | 50-65% | |
| T-shirts | – | 50-65% | |
| Background | – | 50-65% | |
| Planner | – | 50-65% | |
| Vectors | – | 50-65% | |
| Magazine templates | – | 50-65% | |
| Video | After Effects Templates | – | 50-65% |
| Premiere Pro Templates | – | 50-65% | |
| Motion Graphics Templates | – | 50-65% | |
| Final Cut Pro Templates | – | 50-65% | |
| DaVinci Resolve Templates | – | 50-65% | |
| Stock Video | – | 50-65% | |
| Stock Motion Graphics | – | 50-65% | |
| Audio | Stock Music | – | 50-65% |
| Logos & Idents | – | 50-65% | |
| Sound Effects | – | 50-65% |
The commission that authors of exclusive themes will receive depends on the sales volume:
| Sales volume | Commission |
| $0-499 | 50% |
| $500-999 | 51% |
| $1000-1499 | 52% |
| $1500-2199 | 53% |
| $2200-3199 | 54% |
| $3200-4799 | 55% |
| $4800-6999 | 56% |
| $7000-9999 | 57% |
| $10.000-14.999 | 58% |
| $15.000-21.999 | 59% |
| $22.000-29.999 | 60% |
| $30.000-38.999 | 61% |
| $39.000-48.999 | 62% |
| $49.000-58.999 | 63% |
| $59.000-69.999 | 64% |
| $70.000+ | 65% |
6. PAYMENT METHODS
6.1 Author can request a withdrawal of commissions from the Company’s website provided Author’s account has reached a minimum of $100.00 in commissions and further provided that Author has verified its identity prior to the withdrawal of commissions. The company disburses funds through NET15 so at the end of each month, the Author’s commissions will be paid the following month on the 15th via PayPal, or some other payment means as decided by the Company, upon the Company’s investigation and confirmation that the Author is in compliance with terms of this Agreement, and subject to any impossibility of performance due to force majeure circumstances. The company shall attach an Author commission report and supply it to the Author on a monthly basis.
7. PROHIBITED ACTIVITIES
7.1 By agreeing to sell on Company’s website, the Author agrees to refrain from the following:
(a) Uploading content on the Company’s Website that is copyrighted, protected by trade secret, or otherwise subject to any third-party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have written permission from the rightful owner of such rights to post such content and to grant Company a reseller license therein.
(b) Uploading, posting, emailing, or otherwise transmitting any submissions or other content that is unlawful, harmful, threatening, abusive, harassing, degrading, tortious, libelous, slanderous, or otherwise defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
(c) Using the Company’s Website to harm minors in any way.
(d) Impersonating any person or entity, or falsely stating or otherwise misrepresenting the Author’s affiliation with any person or entity.
(e) Uploading posting, emailing, or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes,” or any other form of solicitation.
(f) Uploading, posting, emailing, or otherwise transmitting any content that contains computer viruses or any other computer code, files, scripts, macros, or programs designed to alter, interrupt, destroy, or limit the operation of, or infiltrate any computer software, hardware, or computer systems or any data run through such computer system.
(g) Violating, intentionally or unintentionally, any applicable local, state, national or international law and any regulations having the force of law;
(h) Collecting or storing personal data about other users.
(i) Uploading, posting, emailing, or otherwise transmitting any links leading to third parties, other marketplaces, social network profiles, or any other websites.
7.2 Author shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from the Author’s posting of content to the Company Marketplace website.
7.3 Author acknowledges that Company shall have the right, at its sole discretion, to delete any content submitted by Author at any time and for any reason, and without notice to Author.
8. TERMINATION
8.1 Author can elect to stop providing services or selling products temporarily or indefinitely, by pausing his/her services and contacting the Company representative/Website Administrator.
8.2 Should Author elect to stop being an author on the Company Marketplace, the Author may do so at any time, however, Company encourages the Author to complete existing jobs and return all content that belongs to the purchaser, if applicable; the Company shall return all payments to the purchaser for any services that are not completed.
8.3 In addition to suspending or terminating your agreement, the Company reserves the right to disable your product at any time at its sole discretion. Additionally, the Company may disable products based on copyright requests or if they were reported as non-functional.
8.4 Upon termination of the agreement author is obligated to provide product support within 6 months from the date of the last purchase.
8.5 We will terminate your account if you have had no sales and no new product downloads in the last 365 days.
9. REPRESENTATIONS AND WARRANTIES
9.1 Author represents and warrants that he/she/it has the requisite licenses to provide the Services under this Agreement. These licenses are as follows:
(a) Single license- Single License is granted to a customer in case of purchasing a website template at a Non-Unique Price. It enables a customer to use each individual product on a single website only, belonging to either them or their client. A customer has to purchase the same template again to use the same design in connection with another or other projects;
(b) Buyout license- a Buyout Purchase License can be granted to a customer in case of purchasing a website template at a Buyout Purchase Price. This type of license guarantees that a customer is the last person to buy this template. After the buyout purchase occurs, the template is permanently removed from our sales directory and is never available to other customers again. It is not allowed to redistribute or resell templates after Buyout Purchase Price.
9.2 EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS 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, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
10. TECHNICAL SUPPORT LIABILITIES
The author is committed to delivering high-quality Technical Support Services to the customers who purchased Author’s products. The author shall address all customers’ questions about the installation, functionality, and built-in features of the Author’s product and ensure customers’ requests are resolved in a timely manner. The author will investigate all reported problems and provide fixes and enhancements to his products. The quality assurance of Technical Support Services will be supervised daily by the Customer Care manager of the Company.
10.1 Communication
Technical support requests will be created by the customers who purchased Author’s products on Company’s website. Such requests are being directed to the Support Ticket System on Company’s website where they shall be addressed by an Author in the shortest possible time. Support services are provided in English.
10.2 Technical Support Scope
The author is obligated to cover the whole range of technical support services listed below:
- providing instructions on installation and basic customization,
- troubleshooting and issue resolution,
- improvements and bug corrections,
- assistance with reported bugs and issues.
10.3 Support Response Time
The author ensures that customers will have access to support services 24/7/365. If a customer experiences Documentation or product-related issues, an Author is committed to providing the best effort for a workaround or a fix. Response time – 24 hours for regular support requests, and 12 hours for refund/exchange requests or complaints. If Author’s services do not meet the level of services decided by the Company, the Customer Care manager of the Company is entitled to directly contact the Customer Care representative of the Author to facilitate satisfactory resolution of cases within the time periods specified.
10.4 Complaints and Refund Requests
The author is obligated to address all complaints and refund requests in the shortest possible time (response time is 12 hours). If the Author does not manage to reach an agreement with the customer and resolve the reported issue, the refund request is forwarded to the Customer Care manager of the Company for final resolution.
10.5 Support Period
The author is obligated to provide product support within 6 months from the date of the last purchase disregarding whether the author’s account is closed or it’s active.
Full support must be provided for the purchased product within the same period (6 months), even if it was disabled.
10.6 Violation of Support Terms
The Company can block authors’ capability to upload products if such authors:
- don’t provide quality support,
- don’t reply to support tickets,
- constantly exceed the first-time response deadline, the first response time should not exceed 24 hours (see section 10.3).
11. GENERAL
11.1 This Agreement supersedes all prior discussions and constitutes the entire Agreement
11.2 It is expressly declared that this Agreement and the relationships between the parties established hereby do not constitute a partnership, agency, or contract of employment between them. The relationship between the parties shall at all times be that of independent contractors. Neither Party shall have the authority to contract for or bind the other in any manner whatsoever.
11.3 This Agreement shall be governed by and interpreted as far as practicable to the laws of Florida. Where there is a conflict of laws in relation to any provision of this agreement, the parties agree to submit to the personal jurisdiction and venue of the courts of Florida.
11.4 Author shall not assign or delegate this Agreement or any of its rights, duties, or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the Company.
11.5 The failure of any Party to insist upon strict adherence to any term of this Agreement, on any occasion, shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term, or any other term, of this Agreement.
11.6 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, all remaining provisions of this Agreement shall remain in full force and effect.
11.7 This Agreement, including any attached exhibits, contains a complete statement of all the agreements between the Parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements between them. No modification, amendment, or waiver of this Agreement shall be effective without the express written consent of an authorized representative of the Parties.
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12. NOTICES AND COMMUNICATION
All Notices regarding this Agreement should be addressed as follows:
For the Company:
525 NE 14 Avenue,
Fort Lauderdale,
FL 33301
For the Author
Author’s Address and Telephone number
Author’s Email
IN WITNESS whereof this Agreement was duly signed for and on behalf of the parties on the day and year first above written.
By: _______________________________
(“Company Representative”),
Print Name: ____________________________
Date: ______________________________
By: _______________________________
(“Author”)
Print Name: ____________________________
Date: ______________________________