Resource published Mon, Dec 30, 2013 at 08:32PM UTC edited Fri, Jan 03, 2014 at 12:03AM UTC
Terms of Sale Edit Title
Table of Contents
Introduction; Your Agreement to these Terms of Service
By acting as a Content Producer (as defined in the [Terms of Service](4good/terms-of-service) and offering content for sale or distributing content free (together “Offer” or “Offering”), You acknowledge that You have read, understood and agree to be bound by these Terms of Sale.
In order to be eligible to Offer Shared Items on the 4GOOD Platform, you must: (i) register for an account on the 4GOOD Platform (Your "4GOOD Account"); (ii) conform the content that you sell or distribute to any limitations or other requirements listed in the Terms of Service (e.g., file size and total storage limitations), and (iii) Your 4GOOD Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended).
"Your Content" means the content (e.g., text, spreadsheet, presentation, video, audio-visual) You provide for sale or for free download on the 4GOOD Platform; Your Content may also sometimes be referred to herein as “Shared Items”.
"Marks" means trademarks, service marks, trade names, brands, logos and other distinctive branding features.
“Paid Content” means any content made available by other Sharing Entities (Users in their role as Content Producers) on the 4GOOD Platform and licensed or sold to You for a price.
"Publicity Materials" means the content descriptions, metadata, names, logos, trailers and video clips, publicity images, content ratings (e.g., Charity Navigator star ratings, etc.) from any applicable industry or government standard ratings bodies, and any other publicity material and content supplied by You on 4GOOD related to Your Content.
"Refresh Copy" means Your Content provided to a customer for no fee due to i) an error in the download process which is not due to any fault of the customer or ii) a verified actual accidental download.
All terms not otherwise defined herein shall have the same meaning as set forth in the Terms of Service.
2. INCORPORATION BY REFERENCE
3. LICENSE GRANT
3.1 To Other Users. You hereby grant Users of the 4GOOD Platform that are authorized to view or download Your Content a nonexclusive, personal, non-commercial, non-sublicenseable, non-transferable, license to view, use, display and adapt for their own personal use or otherwise use Your Content pursuant to the terms You specified when uploading Your Content (or subsequently) for distribution through the 4GOOD Platform. You may view the respective usage rules for each piece of Your Content on the Content Detail Page relating to each such piece of content; for example, You may provide that your Offering may be used subject to the Terms of Service, as potentially modified by (i) a Creative Commons license (if Free Content pursuant to the Terms of Purchase), (ii) a custom license provided by the Sharing Entity in the instance of Paid Content, or (iii) amended terms to the license in the Terms of Purchase as specified on the license page of Your Offering. You may change your license selection at anytime, provided that such change shall only apply prospectively; accordingly, the license that was in effect when a Shared Item was downloaded remains the license applicable to that respective Content Consumer. You are responsible for tracking which version of your license was in effect when downloaded. 4GOOD will only track the current version of your license.
3.2 PURUANT TO THE LICENSE GRANT IN SECTION 3.1 ABOVE, YOU ACKNOWLEGE THAT 4GOOD IS RESELLING, OR DISTRIBUTING YOUR CONTENT, BUT NOT PROVIDING LEGAL ADVICE REGARDING THE DISPOSITION OF OR LICENSING OF YOUR CONTENT. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING LEGAL ADVICE AND AGREEING TO ACCEPTABLE LICENSE TERMS WITH RESPECT TO THE PURCHASE AND SALE OF SHARED ITEMS (AS APPLICABLE) AND INCORPORATING THE SAME INTO YOUR OFFER. LINKS TO LICENSE FORMS (E.G. CREATIVE COMMONS) AND OTHER LICENSE TERMS PROVIDED IN THE TERMS OF SERVICE, TERMS OF PURCHASE OR HEREIN ARE PROVIDED FOR YOUR CONVENIENCE ONLY, AND 4GOOD SHALL NOT BE RESPONSIBLE THEREFORE OR FOR ANY LICENSE TERMS WITH RESPECT TO YOUR CONTENT OR SHARED ITEMS.
3.3 To 4GOOD For Promotional Links and Use. Subject to Your right to remove an Offering (in accordance with the Terms of Service), You hereby grant 4GOOD a worldwide, non-exclusive, perpetual, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to display, perform, reproduce, distribute, modify and otherwise exploit Your Content for the purpose of promoting the availability of Your Content for distribution on the 4GOOD Platform, including but not limited to via emails to 4GOOD customers, links to Your website(s), links to other websites, descriptions in newsletters and articles, and links to search engines.
4. OBLIGATIONS AND CONDITIONS
4.1 Costs. You will be responsible for all costs and expenses associated with preparing and formatting Your Content for the 4GOOD Platform.
4.2 Certain Rights of 4GOOD. 4GOOD will solely control the 4GOOD Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. 4GOOD reserves the right to exercise whatever lawful means it deems necessary to prevent or rectify unauthorized use (including the distribution of unauthorized content) of the 4GOOD Platform, including, but not limited to, technological barriers, IP mapping, directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use, refunding monies to end users and seeking legal action against You. 4GOOD reserves the right to modify, remove or delete any particular piece of Your Content from the 4GOOD Platform at any time, at its sole discretion, without cause and without notice to You.
4.3 No Digital Rights Management. 4GOOD does not encode or distribute Your Content with any digital rights management technology.
5. MARKS; RESERVATION OF RIGHTS
You hereby grant to 4GOOD, and 4GOOD hereby accepts, a limited, non-exclusive, worldwide, royalty-free right and license to use, reproduce, publish, perform and display Your Marks in the 4GOOD Platform and in 4GOOD‚ promotional and marketing materials publicizing the availability of Your Content or the 4GOOD Platform; provided, however, that 4GOOD is under no obligation to exercise any of its rights to use Your Marks. Except for the limited rights and licenses granted to 4GOOD pursuant to this Agreement, You retain all right, title and interest in and to Your Content, Publicity Materials, and Your Marks. As between You and 4GOOD, 4GOOD retains all right, title and interest in and to all elements of the 4GOOD Platform.
6. YOUR CLEARANCE OBLIGATIONS
You will be solely responsible for: (a) procuring and maintaining all necessary third-party rights, consents, licenses and clearances associated with Your Content or related Promotional Materials and (b) paying, and will timely pay, to the applicable third-party rights holders all publishing and mechanical royalties, clearance costs, and any other fees, royalties, costs and expenses related thereto and (c) paying or being paid by Sharing Entity for any costs or income from 4GOOD.
7.1 How 4GOOD Charges.
4GOOD’s Pricing is described in detail on the FAQ page. In general, there is no cost to Content Consumers who just want to look for information on the 4GOOD Platform. If Content Consumers download Free Content, 4GOOD charges them no fees. If Content Consumers download Paid Content, they pay the price set by the Content Producer.
There is no fee to Content Producers when they make Shared Items available on the 4GOOD Platform. If no one downloads your Shared Item(s), there is no cost to you.
7.2 Calculation of 4GOOD Fees.
When Paid Content is downloaded, 4GOOD retains 30% of the gross price set by the Content Producer as a retail Service Fee. Minimum Paid Content Service fee (per download per item) is US$0.49.
Included in 4GOOD’s Service Fees are:
• Use of the technology to upload, store, pay and download electronic content
• Promotion of the 4GOOD Platform to attract Content Consumers
• All credit card charges
• All payment tracking and remittance
Not included in 4GOOD’s fees:
• Your time or costs associated with producing and distributing content
• Your time or costs associated with accounting for or reporting your activities
• Any taxes you may be responsible for paying
There is no charge for the Shared Items made available by a Content Producer to the Public, regardless of the number of times such items may be downloaded.
7.3 Payouts and Reporting
a) For each transaction when one or more of Your Shared Items are downloaded, 4GOOD collects the price paid by the Content Consumer, if the item is not free. 4GOOD calculates the appropriate payout to You for each item sold per Section 7.2. Paid Content sales will be considered final 31 days after the original transaction.
b) Eligibility for and Timing of Payouts. You are eligible to receive a payout from 4GOOD 7 days after your first piece of content Offered on the 4GOOD Platform sells. Thereafter, 4GOOD will make all payouts to Sharing Entity’s checking account via electronic transfer. You may elect the threshold amount at which you wish to receive a payout in your account settings, the default being set at $30. Each payout will incur a transaction fee of $0.30. You may review the sales history of Your Content in the "Sales History" portion of the "My Account" area of the 4GOOD Platform. You acknowledge and agree that 4GOOD may, in its reasonable discretion, provide customers or end users with a Refresh Copy, return, credit, refund or chargeback for Your Content. Such amounts will be excluded or deducted from the calculation of any payouts due hereunder. You agree to keep your remittance instructions current; in the event that (i) your remittance information is incomplete, and (ii) if we have tried three (3) times to reach you and have not been successful, then we may close your account and charge a fee equal to your balance as an administration processing fee.
7.4 No Other Fees. Except as expressly set forth in Sections 7.1 - 7.3, above, no other fees or royalties will be payable by 4GOOD under this Agreement in connection with Your Content, the licenses provided hereunder, or the provision of other materials or services under this Agreement.
7.5 Responsibility for Distribution Payment. All payments with respect to Your Content will be made solely to You or a Sharing Entity account you designate during the remittance request process, and You are solely responsible for disbursing and allocating sums to other parties that may have a participation or other rights in Your Content; 4GOOD is not responsible for any payments to third parties.
7.6 Withholding Payments; Special Circumstances. 4GOOD reserves the right to withhold payment from You if (i) Your Content is removed by 4GOOD for any reason; (ii) your 4GOOD account is suspended or restricted or your access to the 4GOOD Platform is disabled; (iii) You violate the 4GOOD Platform Terms of Service, including any applicable 4GOOD Platform policies; (iv) Your Content is the subject of allegations of infringement or other violations of law or the rights of third parties.
7.8 No Other Advertisements. Your Content may not contain any advertisements or other promotional materials, unless expressly authorized by 4GOOD.
7.9 Money Back Guarantee Requirement. In addition to the other Eligibility requirements set forth in Section 0, 4GOOD requires that in order for you to sell content on the 4GOOD Platform that you agree to provide a thirty (30) day money-back guarantee to anyone that purchases an item of Your Content pursuant to the 4GOOD Terms of Purchase.
4Good collects and pays sales tax as appropriate in the states where it is required to do so. It is Your responsibility to determine what, if any, taxes or duties apply to the payouts You receive from sales of Your Content, and it is solely Your responsibility to report and remit the correct tax to the appropriate tax collecting authority. 4GOOD is not responsible for determining whether taxes apply to revenue earned by You from the sale of Your Content or other transactions, or for collecting, reporting or remitting any taxes arising from any such earnings on your behalf.
9. TERM AND TERMINATION
Term. The term of this Agreement will begin on the date You upload Your Content and will continue until terminated in accordance with the provisions set forth in this Section 9 (the "Term").
Termination. 4GOOD may terminate this Agreement at any time and remove Your Content from the 4GOOD Platform, at its discretion and without cause, liability or prior notice to You. You may terminate this Agreement with respect to any particular piece of Your Content by removing such content from the 4GOOD Platform.
Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 0 through 6, 7.2, 7.3 and 8 through 11 of this Agreement. End user rights to Your Content arising out of distributions of Your Content occurring on or prior to termination of 4GOOD's rights hereunder will survive any termination or expiration of this Agreement.
10. ADVERTISEMENTS DISCLAIMER
4GOOD makes no warranties, express or implied, with respect to any advertisements incorporated into Your Content, and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement and implied warranties arising from a course of dealing or performance.
11. CUSTOMER SERVICE
For assistance with questions regarding these Terms of Sale or other inquiries, visit the Support Center. If You cannot find the answers You are seeking in those pages, You can contact us through our online web form. Responses to inquiries will be provided as soon as possible.
Last Updated: January 1, 2014
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