Effective date:  May 1, 2009

This Agreement contains the Terms and Conditions under which AURIA LLC will enter into an agreement with independent content creators. Use of the Creative Partner Agreement constitutes your agreement to and acceptance of this Agreement. AURIA LLC reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement at any time ad in its sole discretion, by posting a change notice or a new agreement on the AURIA LLC website (www.auria.com). In the event that substantive changes to the terms of this Agreement, you may be notified by email. If this is unacceptable to you, your only recourse is to no longer be an AURIA Creative Partner. If you do not contact AURIA LLC within 48 hours after receiving such a notice or after such a revised Agreement is posted on our website, you will be deemed to have accepted all of the changes in a binding manner.

1. Agreement

1.1. This Agreement provides the terms and conditions under which AURIA LLC will enter into an agreement with you to create original content which may be printed, affixed onto products and marketed worldwide by AURIA LLC.

1.2. You will also be bound by all of the terms and conditions of the Terms of Service, which are incorporated into this Agreement by reference. If any of the terms of this Agreement conflict with the Terms of Service, this Agreement will be given preference.

2. Becoming a Creative Partner

2.1.  Opening an Account as a Creative Partner. Only Creative Partners who have opened up a Creative Partner Account (an “Account”) with AURIA LLC through its online registration process are authorized to do business with AURIA LLC as described herein.
2.2.  Contact information. You must provide AURIA LLC with accurate and complete contact information, payment and tax identification information when you open an Account. You must immediately contact AURIA LLC if any of this information changes. If you do not provide accurate, complete and updated contact information, you may become ineligible to continue as an AURIA Creative Partner.
2.3.  Account security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including without limitation, any use by an unauthorized Creative Partner. You must notify AURIA LLC immediately if you become aware of a breach of the security of your Account.
2.4. Promotions and marketing arrangements. From time-to-time, AURIA LLC, at its sole discretion may choose to promote its products in various ways that could include: discounts, coupons, incentive programs and special pricing arrangement with retail partners that could affect the royalties that might be due to a Creative Partner. By uploading your content to our servers, you agree that AURIA LLC has such exclusive rights to promote and market its products as it deems appropriate in the marketplace.

3. Your Obligations as a Creative Partner

3.1. General. You must respect the rights of AURIA LLC as well as third-party content creators in developing and uploading your content to be in compliance with applicable laws and regulations.
3.2. Content. You will be solely and exclusively responsible for ensuring that the content you upload to AURIA LLC for use with AURIA’s products complies with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Content must also comply with AURIA’s Content Usage Policy. Although AURIA LLC does not have a formal responsibility to evaluate whether such uploaded content from Creative Partners complies with such laws, rules and regulations, AURIA does reserve the right, at its sole discretion, to remove any products for sale that can be shown to include content that infringes on the rights of original content owners or agents.
3.3. Prohibited content. You may not upload any content for license to AURIA LLC that does not comply with the Content Usage Policy as determined by AURIA LLC at its sole and absolute discretion. This explicitly prohibits uploading of content that: a. infringes on the third party rights of original content owners, including copyrights, patents, trademarks, trade secrets, and rights of privacy or publicity, b. is defamatory, c. is pornographic or obscene, d. violates any applicable law , rule or regulation, including without limitation, the exploitation of or the likeness of minors.

 

4. Licensing your content to AURIA LLC.

4.1. By uploading your content to the AURIA LLC website, you grant AURIA LLC a worldwide, non-exclusive license to reproduce such content and place or include such content to any AURIA products that AURIA LLC deems acceptable in its sole discretion. AURIA LLC is also granted the sole and exclusive right to promote any and all products that include such uploaded content in any manner that is deemed appropriate and acceptable by AURIA management. Such promotion, without limitation includes all marketing, advertising, display of products including such content in any media deemed appropriate by AURIA management, including: internet, print media, streaming media from the AURIA website, television, radio, movie-related promotions or content placed in magazines, newspapers or other media. AURIA LLC also retains the right to sub-license the rights that you grant in this Section. This Section only gives AURIA LLC the right to use such content as stated above and does not give AURIA LLC any ownership of any of the Content.
4.2. You agree to receive a royalty of eight (8) percent of the “Net wholesale price” or “Net direct-to-consumer price”, whichever is applicable for granting such a non-exclusive license to AURIA LLC for your content. Such payments will be made to you according to the Payment terms of this Agreement. The respective “Net wholesale price” or “Net direct-to-consumer price” shall mean the “Net price invoiced to the respective customer, retailer or wholesaler” less any discounts, allowances, including transportation and commissions and actual returns.

5. Creation of Content by Creative Partners

5.1. Delivery of Content. You will upload your content directly to the AURIA LLC website or designated web address per instructions located within the website or via instructions from an authorized AURIA representative. By uploading such content through this website, you grant AURIA LLC a royalty-based, non-exclusive right and license in such Content in all media. AURIA LLC at its sole and exclusive discretion may determine whether such Content complies with instructions given in its website and whether such Content is in compliance with AURIA’s Content Usage Policy.
5.2. Approvals and Consents. You must have all necessary approvals and consents to use all of the Content that you upload to the AURIA website and you must promptly deliver such approvals and consents to AURIA LLC if requested.
5.3. Costs of creation. You will be solely responsible for the creation of electronic and digital content that you upload to AURIA LLC and will pay all costs associated with its creation and copies thereof, including without limitation: a. any compensation due to third parties, b. payments required by any agreement between you and labor organization (such as unions or guilds), c. all studio, design or engineering time, and d. all travel costs, per diems, facilities, equipment and the like.
5.4. Royalties. You must pay any royalties or similar payments that become due to any third party, such as payments under licenses to third-party material in your Content.
5.5. Unions and Guilds. You acknowledge that AURIA LLC is not currently a party to any collective bargaining agreement with any union or guild rules, including without limitation, those relating to payments.

6. Marketing of products with your licensed Content

6.1. You grant AURIA LLC the right to promote its products that include your licensed content, in any manner deemed appropriate by AURIA LLC management, without limitation including: internet promotion (both through AURIA’s own website and through any other appropriate internet-related promotional options), print media, streaming media from the AURIA website, television, radio, movie-related promotions or content placed in magazines, newspapers or other media, now and in the future.

7. Compensation.

7.1 Tax information. You must provide a tax payer identification number to AURIA LLC. Failure to provide an accurate taxpayer identification number may result in AURIA LLC withholding your payment until such a tax payer identification number is received. It is your responsibility to determine what, if any, taxes apply to payments you receive from AURIA  as a result of this Agreement.
7.2 Payment terms. If you earn less than dollar amount that is specified in the payment threshold, AURIA has the right to withhold payment of such royalties to you until such accumulated royalties reach the payment threshold. AURIA agrees to make such a royalty payment to you no later than 60 days after the end of the month that such accumulated royalties exceed the payment threshold. AURIA LLC does reserve the right, at its sole discretion, to make a payment to you for accumulated royalties that total less that the specified payment threshold. If you have provided an address to which two successive attempts are made to deliver such a royalty payment and deemed to be “Undeliverable” by the U.S. Postal service, AURIA reserves the right to stop making payments to you until you provide a deliverable mailing address.
7.3  Processing Fees. If AURIA LLC owes you accumulated royalties that are less than the payment threshold for a period of 365 days, AURIA LLC has the right to send you such a payment minus a $5.00 processing fee. If the amount is under $5.00 for 365 days, AURIA LLC has the right to credit such accrued royalties against AURIA’s administrative costs and no payment will be made to you.
7.4 Charitable contribution of royalties. If you fail to provide accurate and complete contact information as well as tax identification information, and the royalties due to you remain outstanding for more than 12 months after they were earned to specifically for a lack of this information, AURIA has the exclusive right to donate such accumulated royalties in your name to a 501(c)(3) charitable organization of its own choosing. Any charitable contributions that AURIA makes on your behalf under these conditions shall reduce the accumulated royalties due by that donated
amount.

7.5 Payment threshold. The payment threshold for licensing royalties under this Agreement shall be $25.00. AURIA will accumulate royalities for you until they reach the $25.00 level or until they reach the 365 day time period as given in Section 7.3 above.
7.6 Termination fees. If you or AURIA LLC terminate this Agreement, and you have less than $25.00 in accumulated royalties owed to you at that time, AURIA LLC may charge you a $10.00 processing fee when sending you your final payment to cover administrative costs.

8. Indemnification

As you are bound by the Terms of Service and other provisions of this Agreement, you must indemnify, defend and hold AURIA LLC harmless for any claim that arises out of, or related to, or connected with your alleged breach of the Terms of Service, including any substantiated claims of third-party infringement by others. You must also defend, indemnify and hold AURIA LLC harmless based on any claim alleging facts that, if true, would constitute a breach of either the Terms of Service or this Agreement. AURIA LLC reserves the right to withhold royalty payments due to you
if you have to indemnify AURIA LLC in such circumstances.

9. Termination

9.1 Company termination of this Agreement. AURIA LLC, in its sole discretion, with or without notice to you, may suspend, limit your access to upload new content, limit your access to terminate this Agreement or remove products that incorporate Content that you have previously uploaded to the AURIA LLC website.
9.2 Creative Partner generated Termination. You may terminate this agreement at any time by completing forms on www.auria.com/customerservice/termination. However, AURIA LLC reserves the right to sell products that are already for sale as of the date that such termination is received for a period that is three (3) years after such notice is received or two (2) years after such products are mass produced, whichever is longer.
9.3 Effect of Termination. If you or AURIA LLC terminate your Creative Partner Agreement, AURIA LLC may, without being liable to you or any third-party: delete any content or other materials relating to products that may contain Content that was created by you. Such a Termination may  also result in eliminating your access to create a new Creative Partner Agreement for such a period that would be decided at the sole discretion of AURIA LLC. If this Agreement is terminated by either party, you agree to remove any internet links to AURIA’s website from any websites that you operate. Further, you agree to cease representing yourself as an AURIA Creative Partner.
9.4. Survival. The following Sections will survive your Agreement: 1, 3, 4, 5.2-5.5, 7, 8, 9.3 and 9.4.