Legal

DEVELOPERS’ CORNER SUPPLY AGREEMENT (NON-EXCLUSIVE)

This Agreement governs the terms by which flash developers and artists provide animations, sound, components, tools and other media content to the visitors of the Flashextension.net, on a non-exclusive basis through the web site located at www.flashextension.net (the “Site”). This Develepers’ Supply Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use, the terms of this Agreement shall govern.

Background of Agreement
This is a legal agreement between any member intending to upload data or materials onto the Site (in this agreement referred to as “you” or the “Developer”) and newpixel, LLC. (“flashextension.net”) operator of the Site. The Developer wishes to appoint flashextension.net as its non-exclusive agent to license and distribute Content (as defined below) produced by the Developer on the terms and conditions set forth in this Agreement and flashextension.net’s form of content license agreement, as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein (the “Content License Agreement”). For the purposes of this Agreement, “Content License Agreement” shall be deemed to include all of the Extended License options and provisions to which Developer has opted-in using the administrative tools relating to his or her account profile on the Site.

Upon accepting the terms of this Agreement, you may make Content available to flashextension.net by following the “Upload” procedures and policies identified on the relevant portion of the Site. Each upload of Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.

This agreement contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Agreement and typing “I agree”, you thereby agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.

This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Developer, you must follow the termination procedures set forth below under “Term and Termination”.

Provision of Content
The parties acknowledge that the Developer may, from time to time, provide software, animations, audio files, video files, components, code snippets and other material to flashextension.net using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, “Content”). flashextension.net, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement.

In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.

Grant of Authority
The Developer hereby appoints flashextension.net as Developer's non-exclusive agent to license royalty-free Content to third parties within the jurisdictions of flashextension.net’s business. For all Content, Developer grants flashextension.net the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, edit, package, repackage, produce and sell flash products & sounds or publicly perform or display Content to prospective licensees through the Site or other venues which it may determine from time to time, and the right to grant perpetual, worldwide, non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content License Agreement (a current copy of which can be found here) that the Developer hereby acknowledges having reviewed and approved.

The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content will be retained by the Developer, and no title or copyright is transferred or granted in any way to flashextension.net or any third party except as provided in this Agreement and the Content License Agreement. Except to its affiliated and associated companies or as specifically permitted in this Agreement, flashextension.net may not distribute Content to any third party for the purposes of resale or re-license, it being understood that nothing herein shall restrict flashextension.net from providing access to the Site or Accepted Content to prospective buyers through an application program interface or other utility so long as all purchases are subject to the Content License Agreement

Intellectual Property Matters
The Developer acknowledges that flashextension.net prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.

By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content.

The Developer agrees that neither flashextension.net nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.

Compensation
flashextension.net agrees to pay a portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by end-users according to the rate schedule (set forth on our payment schedule page) to this Agreement, as it may be modified from time to time (the “Rate Schedule”) and the licensing of Content recorded by flashextension.net. The parties acknowledge that the Rate Schedule may differentiate among various types of Content, such as flash components, animations, sounds or otherwise in accordance with its terms, and is adjustable based on the amount of effort required by flashextension.net to make the content suitable for sale and a match to standards of quality set forth by the flashextension.net team. The Rate Schedule is subject to change in the sole discretion of flashextension.net in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Developer, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.

In response to a written request, flashextension.net will endeavor to make payment of fees in respect of purchased downloads of Accepted Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Content provided such fees aggregate a minimum of US$50, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Developer will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement or the Content License Agreement; (iv) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; and (v) any amounts owing by the Developer to flashextension.net under this Agreement or otherwise. Without limiting the generality of the foregoing, flashextension.net is entitled to set-off against any amount owing to Developer, all amounts to which flashextension.net is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Developer under this Agreement.

Passwords
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Member Name and such passwords, or email address, and that flashextension.net is authorized to accept your Member Name and password, or email address as conclusive evidence that you wish to upload Content pursuant to this Agreement. flashextension.net shall have no liability or responsibility to monitor the provision of Content under your member name and password.

Managing Content
flashextension.net does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, flashextension.net reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to flashextension.net or as it may direct. flashextension.net shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by flashextension.net to determine Accepted Content is done as a courtesy only.

NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Accepted Content may be purchased or licensed by members with the intention that such licensees will adhere to the terms of the Content License Agreement. flashextension.net cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, flashextension.net shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content. flashextension.net will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.

Confidential Information

The Developer acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Content constitutes valuable, confidential, proprietary information of flashextension.net and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of flashextension.net, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of flashextension.net, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.

Representations and Warranties

The Developer hereby represents and warrants as follows:
The Developer has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement; No portion of the Content as delivered to flashextension.net from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way; The Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; and The Content delivered to flashextension.net hereunder represents original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

Indemnity

You agree to indemnify, defend and hold flashextension.net and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “flashextension.net Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any flashextension.net Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Member Name or email address by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name or email address; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any flashextension.net Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement and the Content License Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

flashextension.net reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with flashextension.net 's defense of such claim.

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to flashextension.net using support@ flashextension.net or such other means of written notice acceptable to flashextension.net which enables confirmation of your identity and your intention to terminate. flashextension.net may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If flashextension.net terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.

Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a limited liability corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.

In addition, flashextension.net may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of flashextension.net, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Developer provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Developer based on the information provided through the Site as part of the account profile of such Developer.

Effect of Termination

Upon the termination of this Agreement, the grant of authority given to flashextension.net shall cease subject to the following conditions: (i) flashextension.net shall remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, flashextension.net shall have the right to continue licensing Accepted Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, flashextension.net will continue, in accordance with this Agreement, to pay compensation due to the Developer in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

Upon termination, flashextension.net will be entitled to retain all amounts owing to the Developer for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.

Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by flashextension.net pursuant to this Agreement.

Termination of this Agreement shall operate without prejudice to the flashextension.net’s rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

DISCLAIMER OF WARRANTIES THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY FLASHEXTENSION.NET “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FLASHEXTENSION.NET DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

FLASHEXTENSION.NET DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL FLASHEXTENSION.NET OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF FLASHEXTENSION.NET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, FLASHEXTENSION.NET’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY FLASHEXTENSION.NET FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF FLASHEXTENSION.NET OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Applicable law The Site is controlled, operated and administered by flashextension.net from within the state of New York, United States. The Site can be accessed from all states in the United States, all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the State of New York, you acknowledge and agree that this Agreement will be governed under the laws of the State of New York and the federal laws of United States applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the State of New York, United States with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against flashextension.net related to the Site or this Agreement.

Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in New York City, New York, pursuant to the rules of the Arbitration Act in effect at the time arbitration is demanded.

If flashextension.net is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse flashextension.net for its legal fees, costs and disbursements if flashextension.net is successful.

General You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

flashextension.net’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without flashextension.net’s prior written consent. flashextension.net may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

This Agreement can be amended by the written agreement of the parties or by flashextension.net posting amendments on the Upload portion of the Site. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Developer and it will be incorporated by reference into this Agreement.

Contact If you have concerns relating to this Agreement, please contact flashextension.net at support@ flashextension.net.

Acknowledgement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF FLASHEXTENSION.NET AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND FLASHEXTENSION.NET, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND FLASHEXTENSION.NET RELATING TO THE SUBJECT OF THIS AGREEMENT.