Vendor Agreement

Thank you for your interest in working with Epic Stock Media. Please read this Vendor Agreement before submitting your sound libraries, software, media files, digital assets or other Content for resale by Epic Stock Media. We look forward to hearing from you.

Epic Stock Media Vendor Agreement

This Epic Stock Media Vendor Agreement (hereinafter "ESM VA") is a legal agreement between the vendor (a natural person hereinafter "You" or "Your" or "ESM Vendor") and Epic Stock Media (hereinafter "ESM") for the sound libraries, software, media files, digital assets, music, audio, video, designed sound effects, source sound files, libraries, collections and/or any printed, online or electronic documentation and/or other types and related content (hereinafter the "Content") for which you are granting rights to ESM to sell. The specific content which you are granting rights to is content that you have submitted to ESM by direction of and in cooperation with ESM. We are glad to be able to work with you.

As an ESM vendor you have responsibilities to us and to the buyers of your content. Please take the time to review this ESM vendor agreement carefully in order to understand your responsibilities, the process associated with selling your items with ESM and how vendors can benefit financially from the sale of their content.

Definitions

1. Rights to Distribute and Resell Your Content

You are granting ESM the rights to distribute and resell content you have submitted to us. Epic Stock Media may distribute, resell and otherwise make content you submit to us commercially available for sale through the epicstockmedia.com website and other ESM channels or as identified on the ESM vendor addendum (if attached).

1.1 Your Promises and Responsibilities

You understand that when you submit content to ESM you are not actually selling the content yourself, we are selling it for you under the terms and conditions set out within this ESM VA.

You give us permission to sell your content and are certifying that the content you provide to ESM for resale is covered under this ESM VA and you represent that:

• • The content is an original work and that you can legally grant the rights set out in the terms of this ESM VA.
• • The content does not to the best of your knowledge violate any third party's copyrights, trademarks, patents, or other intellectual property rights.
• • Your content and descriptions of it are not inaccurate, misleading, fraudulent, unlawful or defamatory; the content does not violate any applicable law or regulation (including those governing export control, consumer protection, unfair competition, criminal law, pornography, anti-discrimination, trade practices or fair trading);
• • The content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of any computer software or hardware.
• • If you are signing this ESM VA as a representative of a company, you are representing that you are authorized to sign this agreement on behalf of your company and representing that the company you represent is granting ESM the rights to resell the content you are providing as outlined in this ESM VA.

ESM vendors agree to not submit content that has previously been licensed on an exclusive basis or submit content that you own that is subject to the control or licensed such that it is in control of a third party. You agree content will be free and clear of encumbrance and is able be sold by us according and subject to the ESM EULA. For more information on rights that are granted to purchasers of content from ESM please see the ESM EULA available at https://epicstockmedia.com/home/license-agreement.html

2. ESM Rights to Package Content in Bundles

Depending on your content's type, style, quantity and other factors we may elect to bundle your product with other products for resale in order to meet market opportunities and demands.

ESM may create product bundles or collections of products together and sell them as a product bundle for the purpose of increasing unit sales and providing value unique to the epicstockmedia.com store or ESM channels. In these cases, your products will be identified as part of bundle without altering the product's name images or branding assets. Bundles as a whole may however be uniquely named and over-branded by ESM. Your product name and description will be clearly identified as part of the bundle.

Our goal is to maximize the sales of your content and this gives us some unique flexibility and your permission to offer your product in a bundle. See section on vendor royalty shares to understand the royalty structure when your content is bundled with other content.

3. Submitting, Pricing and Updating Your Content with ESM

ESM vendors submit content to ESM by following the Instructions for submitting vendor content to ESM attached to this ESM VA or obtained from and ESM representative. Please note that when you submit content to ESM you are required to set a retail price for your content. From time to time and for special promotions of your content, ESM may suggest the offering of a discounted selling price for your content based on your retail price. We will contact you via email to gain your permission for any such discounts. You will have the option to agree and accept or decline the offering of a discount.

3.1 Setting Prices for Your Content

You set the prices for your content. At your discretion, and with written permission, you may also grant ESM to offer discounts on your content for promotional purposes and for creating unique Bundles or special promotion of content for epicstockmedia.com and ESM channels.

We may suggest that you adjust your pricing so that it is in line with other platforms, channels, sites and prevailing market demand. We will contact you via email to gain your permission for any such price changes. You will have the option to agree and accept or decline the pricing changes. At any time, if you wish to offer discounts or other promotions on your products please contact us via email.

3.2 Use of Your Content in Promotional Contexts

You give us permission to promote the content you submitted to ESM. Thus, we may use parts of your content to promote your products availability on ESM channels. This promotional use may include announcements, public relations, emails, videos, advertising, features on other sites (e.g. social networks, blogs). There is no vendor royalty share payable for these promotional activities. You grant us rights to use your content for purposes of promoting your content in the marketplace.

3.3 Notification of Changes

We appreciate if you would notify us, in a timely manner, when the retail price for your content changes. When you upgrade/update your product(s), or when you discontinue products, simply let us know of any changes by sending us an email to: [email protected]

4. Royalties and Royalty Shares

When you list content for sale with ESM and on epicstockmedia.com you are giving us permission to sell your content under the terms and conditions set out within the ESM VA.

When your content is sold through an ESM channel, we (ESM and You) will share the money made from the sale. This revenue is referred to as a royalty share. It is made up of two parts: the ESM vendor royalty share and the ESM merchant share.

4.1 Royalty Share Rates

The vendor base rate, the rate at which we share the proceeds, of sales of content you have submitted to us is: 70% of the selling price goes to the ESM vendor and 30% to ESM. This base rate will apply to about 95% of the products and packages sold by ESM. So, most often, this is the rate and formula by which your ESM vendor royalty share will be calculated.

For example, let's say one of your content items is sold at a selling price of $10. The ESM merchant share is 30% off the top which is $3. That leaves 70% or $7 remaining for the ESM vendor royalty share which you would receive.

4.2 Other Rate Arrangements

There are other ways, less frequently employed, in certain ESM channels where the vendor base rate might be calculated differently than the base rate above. You would be informed via email about such cases and will have the option of opting in or opting out of arrangements that differ from the base rate. Cases where ESM vendor royalty shares differ from the base rate will be listed on the ESM vendor addendum if their are any such cases related to your submitted content.

4.3 Bundle Royalties

When products are bundled together, royalties will be determined by the following formula:

Selling price, less ESM merchant share (30%), is divided by the percentage of retail price each product represents in the bundle. Example: A bundle of 3 products has a retail value of $200 and was sold for $170. Product A retail value = $100 product B and C are retail value of $50 each.

Product A would get 50% of the ESM vendor royalty Share and B and C would each get 25% of the ESM vendor royalty share. The payout would be as follows:

Using the above example, the bundle selling price is $170

• • ESM Merchant Share 30% = $51.00
• • ESM total vendor royalty share to be proportionately divided among vendors = $119
• • ESM vendor royalty share for product A = $119 x 50% = $59.50 due vendor for product A
• • ESM vendor royalty shares for products B and C = $119 x 25% = $29.75 due to vendor of product B and C

4.4 Payouts of ESM Vendor Royalty Shares

At this time, ESM pays vendors their vendor royalty share on a quarterly basis (calendar year). Payments are typically sent between the 20th and 30th day after the quarter ends. ESM vendors that generate an average of more than $100 in royalty share in 3 consecutive months can elect to receive payouts on a monthly basis by simply requesting this of ESM in writing. Monthly payments are typically made on the 20th day after the end of the month. Remember, you would typically need to receive a quarterly check for at least $300 before you could request monthly payouts.

All accounting of content sales, and all payouts, are made in US Dollars and payments are made via PayPal to the account you identified on the ESM vendor content submission form.

Please note: At this time we are making monthly payouts to vendors. Our service level commitment is, however, quarterly as mentioned above.

5. Removal of Content Items

We have the right to remove any content from ESM channels for any reason, using our reasonable discretion. Typically, if we have a technical, or other problem, with your content or issues impeding the sale of your content we will address the problems with you directly via email correspondence.

For example, we may review catalogs of ESM content to keep them fresh and full of quality items that meet the latest technical standards and market trends. Also, issues about an item might be brought to our attention such as errors, representations, or even violations, we would need to be able to take action without your consent. We also aim to give you notice before, or if an, item is removed. This is not always feasible, or possible, so we can't guarantee this. We will not be responsible for any loss that you may suffer as a result of any content item being removed from any channel or outlet for sale.

5.1 Your Request to Remove Content

If an ESM vendor wishes to have content removed from ESM channels, the ESM vendor may notify ESM in writing. Upon receipt of such request, ESM will have 90 days to remove the content specified in the request from ESM channels. Content requested to be removed will be removed from all ESM channels.

6. Packaging Created for ESM Bundles

If we label, or create packaging, in the creation of a bundle promotion or otherwise make presentation of your content in a format other than in which you have provided your content to us, ESM owns and retains all rights and use of such intellectual property and assets that we create for the purpose of presenting, promoting and re-selling your content in a bundle.

For example; If we package your music content into a collection of music libraries and develop names, packaging design, descriptions, videos, graphics, campaigns or other assets related to selling the content bundle, ESM will retain all rights and ownership of such assets created by us. You may not use such branding, packaging, bundling, descriptions or presentations except by obtaining express written consent from ESM. We may grant you the rights to use our assets under terms that are mutually agreeable between you and ESM.

7. Copyright Restrictions and Intellectual Property Rights

Copyright law and international copyright treaty provisions protect all parts of the content products and services created by ESM and affords the same protection to the content you submitted to ESM. All copyrighted material, trade names and trademarks are the property of their respective owners.

7.1 ESM Confidential Information

As a vendor, you acknowledge that the business of ESM contains copyrighted materials, confidential business plans and other proprietary and confidential information.

ESM vendors acknowledge that as a result of being designated as an ESM vendor you will have knowledge of, and access to, proprietary and confidential information of ESM (for example sales statistics and reporting data) including procedures & methods, trade secrets, ideas, technical information, know-how, processes, plans (including marketing plans, business plans and sales strategies), specifications, designs, methods of operations, techniques, formulas, improvements, financial and marketing information, forecasts (collectively, the "Confidential Information"), and that such information, constitutes valuable, special and unique assets of Epic Stock Media, developed at great expense and which are the exclusive property of Epic Stock Media. This is to be held by the ESM vendor in trust and solely for Epic Stock Media's benefit.

You agree to not divulge or publish any such confidential Information and shall not, at any time, either during or subsequent to assignment as an ESM vendor, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the confidential Information without the prior written consent of ESM.

7.2 ESM Brand and Content Created by ESM

ESM's name, logo, graphics files, names and descriptions that represent ESM are the property of ESM. ESM retains sole and exclusive ownership of all right, title and interest in and to the content and all Intellectual Property rights relating there to and to our products, creations and business plans. You may not claim ownership or authorship of the content created and owned by ESM, and by the way, we claim no rights to your content other than to be able to resell it as described herein this Vendor Agreement.

8. Indemnity

You will indemnify, hold harmless, and defend ESM, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your acting as an ESM vendor.

In no event (including, without limitation, in the event of negligence) will ESM, its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to assignment as an ESM vendor. You bear sole responsibility and liability for any loss or harm incurred due to failure of your performance as an ESM vendor.

ESM cannot be held responsible for any direct, indirect, or consequential loss arising from the assignment as an ESM vendor in whatever form, and including consequential loss arising from a delayed or lost payment of ESM vendor royalty shares due you.

8.1 Regarding Our Relationship

Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us.

9. Warranties

Except as expressly stated in writing, ESM makes no representation or warranties in respect of ESM channels and the sales results they may or may not generate and this includes warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose or business venture. ESM will not be responsible if vendor royalty shares do not meet your expectation. You act as an ESM vendor at will and ESM provides no warranties of any kind.

10. Governing Law

This agreement shall be governed by the law of the United States applicable therein. You, hereby, irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of United States therefrom. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this license and not affect the validity and enforceability of any other provisions.

11. Term and Termination

The term of this agreement is for one year from date of signature and will auto renew annually until either party terminates the contract with 30 days notice in writing. Any failure to comply with the terms and conditions of this ESM vendor agreement may result in automatic and immediate termination of this agreement. Upon termination of this agreement, granted herein for any reason, you agree to immediately cease use of any attribution you make for being an ESM vendor. You agree that your submitted content would be removed from ESM channels according to the terms in this Vendor Agreement.

12. Thank You

We are glad to have you as an ESM vendor and we look forward to working together. Please contact us if you have any questions. We welcome your inquiry: [email protected]