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Designer License Agreement

Effective February 01, 2020

The following terms of this Designer License Agreement (“Agreement”) apply if you submit Designs to be created as Products with AMBA COCO’s (“AMBA COCO,” “We,” or “us”) and/or post Designs to be displayed and/or offered for “distribution” (i.e., for use on digital or physical Products) on websites, mobile sites, via marketplace listings: (i) owned or operated by or for AMBA COCO, or managed by a AMBA COCO-owned account, or (ii) on AMBA COCO-branded pages on which Products are displayed and posted for sale (collectively, “Site”). Users of the Site who upload Designs for digital or physical Products are referred to as “Designers.” Users of the Site who refer purchasers to the Site are referred to as “Associates.”

Licenses
By submitting Designs to AMBA COCO, you grant the following licenses to AMBA COCO: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Designs (a) in or on Products and (b) in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site, your Designs, and Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Designs and/or Products; (ii) promotional “streams” of audio/video/photographic content, including but not limited to your Designs, on the Website, (iii)Products or Design placement in magazines, television shows, movies, and other media; and (iv) the distribution of Designs and Products available on the Site through third-party product feeds and websites. You also grant us the license and the right to make modifications to your Designs as necessary for viewing/download/sale on a Product, as applicable, or for other manufacturing or Site-related purposes.

You retain all copyright and other intellectual property rights in your Designs. You may request to have your Designs removed from the Site at any time, but due to caching and other technical issues, it may take a number of days for it to be completely removed from the Site. Upon the removal of Designs, the licenses above will terminate, except that AMBA COCO may continue to use or access your Designs (i) to fulfill any orders placed prior to termination, (ii) in marketing and promotional materials if such materials were created prior to removal of the Designs, and (iii) to defend against or respond to infringement claims.

General
AMBA COCO and its community work together for their mutual benefit to keep the Site and related programs working properly and in a secure manner.

At the time your Designs are posted on the Site for distribution, you will be asked to provide information (title, description, tags and/or categories (collectively, “metadata”) about your Designs so that Users of the Site can search and find relevant Products. You will make best efforts to provide accurate, non-misleading, non-infringing information about your Designs and you agree not to submit unrelated information in connection with your Designs for any purpose. If AMBA COCO determines that your information is misleading or inaccurate or that it violates the rights of a third party, AMBA COCO may delete such information, delete your Designs entirely, and/or terminate your Account, in its sole discretion.

By using the Site, you agree to use the Site and conduct your business in a manner that demonstrates common sense and respect for the rights of AMBA COCO, other Designers, Users and third parties, and in accordance with applicable laws and regulations.

Please report problems, offensive Designs, and policy violations to us at hello@ambacoco.com

We reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to the Site and any related content, services and tools, delay or remove Designs and Products from the Site and discontinue our relationship with any Designers who we determine in our sole discretion are in violation of intellectual property rights of third parties or are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable.

Pricing
AMBA COCO determines the price at which Products are offered on the Site and affiliated sites.

Royalty
AMBA COCO will pay you a royalty for all sales of Public Products incorporating your Designs for which AMBA COCO receives payment “Royalty”. For Marketplace Products incorporating your Designs, AMBA COCO’s standard royalty rate (“Royalty Rate”) is set as five percent (5%) of the “Net Sales” (“Your Royalty Rate”). Royalties earned in currency other than your selected payment currency will be converted to your payment currency and are subject to foreign currency conversion fees.

Your Royalty will be calculated as follows:

Your Royalty Calculation for physical Products: Your Royalty Rate multiplied by Net Sales of physical Products incorporating your Design. “Net Sales” means the purchase price received by AMBA COCO minus amounts charged for (i) shipping and handling, packaging, and insurance; (ii) sales or similar taxes; (iii) refunds, credits, and reversals; (iv) sales commission.

Referral Royalty: If the sale of a Product is to a User referred from a Designer, AMBA COCO will also give a referral royalty of five percent (5%) of your Gross Royalty* for the Product.

* “Gross Royalty” equals the Your Royalty Calculation plus the Referral Royalty Calculation.

Royalties are only paid on Products that incorporate your Designs.


Payment Terms
Your Gross Royalty fee will be paid thirty days (30 days) after the User has purchased a Product with your Design.

Marketing and Promotions
AMBA COCO may market, promote, distribute and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. AMBA COCO may run promotions (including volume discounts and special sales discounts). AMBA COCO is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue AMBA COCO actually receives for the sale of Products.

Representations
You represent that:

● You are the owner of the Designs or that the Design is in the public domain;

● You have the legal right grant this license to AMBA COCO and to enter into this Agreement;

● To your knowledge, no one else claims ownership of, or exclusive rights to, the Designs;

● The Designs does not infringe the privacy, celebrity, moral or other rights of any third party;

● The Designs does not contain any defamatory, obscene or discriminatory content or any illegal material; and

● AMBA COCO may legally make and sell Products incorporating the Designs without infringing the rights of any third party and without being obligated to make any payments to or obtain any permission from, any third party.

Release
If you have a dispute with one or more Users or Designers, you release AMBA COCO (and AMBA COCO’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

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