Developer Terms and Conditions

Last updated: August 3, 2015

1. Overview

The Straight Up Craft website serves as a marketplace to facilitate licensing of your Product by you directly to third parties in exchange for a fee as described below. These Developer Terms and Conditions (these “Developer Terms”) provide the terms and conditions that govern your submission to and licensing of a plugin, tool, script or other product and any related documentation (a “Product”) through the Straight Up Craft website (the “Website”), which is owned and operated by Barrel Strength Design (“BSD”). By submitting a Product to the Website, you agree to be bound by these Developer Terms. BSD reserves the right to modify these Developer Terms from time to time. If you have Products listed on the Website at the time of such change, you will be notified of the change and your active Product listings will be governed by such revised Developer Terms, however, you may elect to remove your Product(s) at that time. See Miscellaneous Section below.

2. License to BSD

You hereby grant BSD a non-exclusive, non-transferable license to (i) use, copy, display, distribute, and test your Product and any content you submit to the Website, (ii) to take such acts as are reasonably necessary or advisable to store, market, and transmit your Product in accordance with these Developer Terms and the Website’s intended purpose including serving as an intermediary between you and third party licensees (“Customers”) and (iii) otherwise operate and maintain the Website.

3. License to Customer

You consent to Customer’s licensing of your Product subject to these Developer Terms and to the terms and conditions contained in the Customer Terms and Conditions. Per the Customer Terms and Conditions, the specific end user license you grant will either be on the license terms for which you provide a link for that purpose on your My Account page (your “Custom License”) or, if you provide no such link, then on the terms of the end user license in Section 2 of the Customer Terms and Conditions (the “Default License”). BSD reserves the right to reject your Custom License at any time upon notice to you and removal of your Custom License Link in which case subsequent purchases of your Product will be licensed using the Default License. Additionally, any terms of your Custom License that conflict with the Developer Terms and Conditions, the Customer Terms and Conditions or any other of the Website’s terms of use or other policies applicable to your use of the Website, are void and will be of no effect, even if BSD has not expressly rejected the Custom License. BSD reserves the right to modify the Customer Terms and Conditions from time to time. If you have Products listed on the Website at the time of such change, you will be notified of the changes and Customer downloads of your Product following such change will be subject to such revised terms and conditions. However, you may elect to remove your Product at that time. See Miscellaneous Section below.

4. Ownership

Subject to the licenses granted in these Developer Terms, as between you and BSD, you retain all ownership in your Product. BSD retains all ownership in the Website.

5. Your Representations and Warranties

You hereby represent and warrant that:

a. At all times while your Product is listed on the Website, you have all right, title and interest in the Product necessary to enter into and be bound by these Developer Terms and the Customer Terms and Conditions.

b. The Product does not contain any viruses, Trojan horses, or any other malicious code designed for harmful purposes or to obtain unauthorized access to data or computing systems of BSD, the Website, the Customer or any third party.

c. Neither the Product nor any descriptions or other material you submit to the Website contains material that a reasonable person would deem inappropriate, defamatory, or offensive.

d. The Product is generally of merchantable quality and fit for the general purpose for which it was designed as described in any documentation and descriptions you provide relating to the Product.

e. Nothing in the Product, including its documentation, or any description or other content you submit to the Website concerning the Product is false, inaccurate, misleading, fraudulent, unlawful or defamatory.

f. The Product does not nor has the Product been designed for the purpose of violating any law or regulation.

g. You have not and will not use the Website in any manner other than for the purpose of marketing and licensing your Product consistent with these Developer Terms, the Customer Terms and Conditions and other applicable posted policies of the Website in effect from time to time.

h. You are an individual who is at least 18 years of age and able to enter into legally binding contracts.

6. Payment Terms and Conditions

You will receive 90% from the sale of each of your Products. BSD will receive 10% on the sale of each of your Products. Payment will be issued within the first 7 days of each month in the form of a check to the mailing address you provide us or via electronic transfer. If electronic transfer is selected, any fees associated with the transfer will be subtracted from the payment due.

7. Indemnification

You indemnify, defend and hold harmless BSD, its owners, members, officers, directors, employees and affiliates from and against any and all costs, claims, liabilities, damages, losses, expenses, including reasonable attorney’s fees (collectively, “Losses”), relating to or arising out of (i) possession or use of the Product, (ii) your use of the Website, except to the extent resulting from BSD’s gross negligence or willful misconduct, (iii) any content, including the Product, that you submit to the Website, (iv) any actual or alleged infringement of any third party’s intellectual property, privacy, publicity, or other rights by or relating to your Product or any other content you submit to the Website, and (v) breach by you of these Developer Terms or the Customer Terms and Conditions.

8. Limitation of Liability

BSD shall have no liability for consequential, exemplary, special, incidental or punitive damages to you relating to the Website or actions by Customers or other third parties even if BSD has been advised of the possibility of such damages.

BSD’s aggregate liability to you relating to the Website is limited to the amount or fees actually owed to and received by BSD through the Website relating to the Product for which the claim arose during the one month immediately preceding the date on which such claim(s) accrued. This limitation applies to all claims and liabilities in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, or misrepresentations.

9. Disclaimer

With respect to the Website including without limitation any transactions relating to Products through the Website, BSD expressly disclaims all warranties, express or implied, including without limitation, warranties of merchantability, non-infringement, and fitness for a particular purpose. The Website is provided “AS IS” and “AS AVAILABLE” and with all faults and is not warranted to have continuous or error-free operation.

10. Removal of Products from Website; Termination

You may elect to remove one or more of your Products from the Website at any time. You may do so by contacting [email protected]. BSD reserves the right to remove any or all of your Products from the Website for any reason and/or suspend or terminate your account on the Website with or without notice. Note that even if your Product is removed from the Website (by you or BSD), you are still bound by the Customer Terms and Conditions as to Products distributed through the Website prior thereto and by Sections 3, 4, 5, 7, 8, 9, 10, and 11 which will survive a termination of these Developer Terms or your removal of Products from the Website.

11. Miscellaneous

All notices to you will be sent to the email address you have provided us (as may updated from time to time by you through the Website) and will be deemed delivered when sent to such email address regardless of whether or not there is any confirmation of receipt. You agree that the internal laws of the State of California will govern these Developer Terms and any claim or dispute that has arisen or may arise between you and BSD and you consent to the venue and jurisdiction of the state and federal courts located in the city of Los Angeles in the state of California. If any provision of these Developer Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. We may amend these Developer Terms at any time by posting the amended terms at https://straightupcraft.com/info/developer-terms. Our right to amend these Developer Terms includes the right to modify, add to, or remove terms in these Developer Terms. We will provide you 30 days' notice by posting the amended Developer Terms. Your continued access or use of the Website constitutes your acceptance of the amended Developer Terms. We may also ask you to acknowledge your acceptance of Developer Terms through an electronic click-through.

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