1: Agreement.
This Agreement is a contract between you and Reallusion, Inc. ("Reallusion") and applies to your use of the Reallusion City Marketplace service available through https://city.reallusion.com (the "Service"). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. Reallusion disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. Reallusion also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you. To the extent that you access City Marketplace, you agree that the Certified Content Developer Agreement and the End User License Agreement expressly incorporated by and into this Agreement, as is the Realusion Privacy Policy
2: Account restrictions.
2.1: Eligibility. This Agreement must be completed, understood and agreed to by an individual who holds a Reallusion CCD Account in good standing. If you do not hold an active Reallusion Account, you do not have permission to use the Service. By accepting this agreement you represent that you are a CCD member with an account in good standing.
2.2: Obligations. In consideration of use of the Service, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form; and (b) to maintain and update this information to keep it true, accurate, current, and complete. If any information provided by you is untrue, inaccurate, not current, or incomplete, Reallusion has the right to terminate your Account and refuse any and all current and/or future use of the Service.
3: Commission.
3.1: Commission. Reallusion reserves the right to set different commission and profit sharing rates depending on changing marketplace circumstances, promotions, developer qualifications, and store/theme store maintenance. All developers must submit to these changes as determined by Reallusion.
3.2: Pricing. Products that appear on the City Marketplace offered by Reallusion are subject to price changes at any time according to the discretion of Reallusion
4: Payments in US Dollars.
4.1: Government Fees. You agree to pay all applicable taxes or fees imposed by any government entity in connection with your use of the Service.
4.2: Ownership of Funds. Payments made under this Agreement are only for use by you and may not be transferred to any third party unless expressly authorized in writing by Reallusion
4.3: Violation of Agreement. Reallusion reserves the right to withhold payment or charge back your account due to any violation of this Agreement by you, pending Reallusion’s reasonable investigation of any violation of this Agreement by you.
4.4: DA Points. Depending on membership level, vendors will always be required to maintain a certain level of DA points on their account. CCD level developers are required to maintain a 5000 point security deposit balance on their account at all times and may not cash in points for US dollars beyond that point. VCD level developers are not required to maintain a deposit amount on their account.
5: User-Supplied Content.
5.1: User-Supplied Website Content.You understand that information available to you through the Service may include information, data, text, software, music, sound, photographs, graphics, video, messages, or any other materials whatsoever (collectively, "Content") that are unedited, sexually explicit, or offensive to you and that your access to such materials is at your own risk. Reallusion hereby disclaims any responsibility for or control over all Content, and you acknowledge that Reallusion is in no way liable and you will not hold Reallusion liable for any other users' Content or conduct involving this Service.
5.2: Right to Refuse Content. Reallusion reserves the right (but not the obligation) to refuse or delete any Content that it reasonably considers to violate any provision of this Agreement or the Reallusion City Terms of Service or Community Standards, or to be otherwise illegal or violate the rights or any other person or entity.
5.3: Right of Editorial Discretion. Reallusion reserves the right to modify any Content that it reasonably considers to violate any provision of this Agreement for the purpose of bringing it into compliance with this Agreement.
5.4 Relevant Content. The content uploaded for sale on City Marketplace must only be for use with Reallusion products, and must be in a format compatible for use with iClone or WidgetCast. Uploading content for sale that is not for use with Reallusion products is strictly prohibited. If a user is caught uploading content that is not explicitly for use with Reallusion products, that user’s account will be suspended, and further action may be taken depending on the type and amount of the content.
5.5: License. When you submit Content, you remain the original copyright holder. However in doing so you also grant Reallusion a non-exclusive, world-wide, royalty-free, sublicensable right to exercise the copyright, publicity, and database rights you have in the Content. These rights allow us to promote, sell, and distribute your Content.
6: User Conduct.
6.1: User Conduct. You agree not to upload, post, email, or otherwise transmit through the Service: (a) any unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene, indecent, tortuous, or otherwise objectionable Content of any kind; (b) any Content that violates the rights of another, including, but not limited to, the intellectual property rights of another; (c) any Content that violates any applicable local, state, national, or international law or regulation or the Reallusion City Terms of Service or Community Standards (posted at secondlife.com); or (d) unsolicited or unauthorized advertisements, promotional materials, "junk mail," "spam," "chain letters," or other forms of solicitation.
6.2: Misrepresentation. You agree not to defraud or misrepresent yourself, your Content, other members, or their Content through use of the Service.
6.3: Marketplace Listing Guidelines. You agree to comply with the policies stated in the Listing Guidelines for any listings you post in the Marketplace.
6.4: Adult Content. YOU AGREE THAT YOU WILL POST OR UPLOAD ADULT CONTENT ONLY IN AREAS WHERE IT IS CLEARLY VISIBLE THAT YOU CAN SPECIFY CONTENT AS "Adult" AND THAT YOU WILL MARK ANY CONTENT WHICH FALLS UNDER THE Adult Guidelines AS "Adult"
7: Interruption or Change of Service.
Reallusion, at its sole discretion, may modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.
8: Termination.
You agree Reallusion may (in its sole discretion) immediately delete your Account and all related information, communications, and files, and may bar any further access to such account, communications, files, or the Service. You also acknowledge and agree that termination of any of Service may be effected without prior notice.
9: Unauthorized Transactions
9.1: Reallusion reserves the right to hold any member's funds, or block exchange of any DA point transactions, up to 30 days from the time funds are deposited or received, if there is reason to believe said funds may be associated with one or more fraudulent or unauthorized transactions.
9.2: Reallusion reserves the right to reverse, charge back, or withhold payment of any transaction that is fraudulent, illegal or unauthorized. You agree this may affect your account even if you are not directly involved with said fraudulent transactions. You further agree that Reallusion shall not be held liable for any damages resulting from actions taken against fraudulent or unauthorized transactions.
10: Disclaimer of Warranties.
10.1: YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
10.2: REALLUSION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.3: REALLUSION MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES REALLUSION MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
10.4: YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, CONTENT, DATA, OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH OR FROM THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
10.4: YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, CONTENT, DATA, OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH OR FROM THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
10.5: REALLUSION MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.
10.6: NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REALLUSION OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
10.7: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO SOME USERS.
11: Limitation of Liability.
11.1: YOU AGREE THAT REALLUSION, ITS PARTNERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES AND DISTRIBUTORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR FROM MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF REALLUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2: YOU FURTHER AGREE THAT REALLUSION SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION, OR TERMINATION OF SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION, OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.
11.3: You acknowledge that Pursuant to Section 512 of the Digital Millennium Copyright Act, Reallusion has a policy providing for termination of Service to Account holders who are repeat offenders. However, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL Reallusion BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF COMPLIANCE OR REASONABLE ATTEMPTS TO: (i) COMPLY WITH UNITED STATES COPYRIGHT ACT; OR (ii) SATISFY REQUIREMENTS TO QUALIFY FOR THE SAFE HARBORS DESIGNATED IN SECTION 512 OF THE DIGITAL MILLENNIUM COPYRIGHT ACT.
11.4: IN NO EVENT SHALL REALLUSION BE LIABLE FOR ANY AND ALL MATTERS RELATING TO THIS AGREEMENT FOR ANY AGGREGATE AMOUNT IN EXCESS OF $100.
11.5: SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SOME USERS.
12: Copyrights.
If you believe that your work is accessible via City Marketplace in a way that constitutes copyright infringement, you may notify us with the following information in writing:
The complaint can be submitted to Reallusion via the following methods:
Via Postal Mail to:
2033 Gateway Place
Fifth Floor
San Jose, CA 95110
On the cover sheet, please write ATTN: DMCA NOTIFICATION
If Reallusion receives such a claim, Reallusion reserves the right to refuse or delete Content (in its sole discretion) or to terminate a member's Account in accordance with Section 7 of this Agreement.
After receiving an infringement claim, Reallusion will investigate and take appropriate actions under the Digital Millennium Copyright Act of 1998 (DMCA) and any other applicable laws.
The DMCA provides for counter-notification if a member feels he or she is being wrongly accused of copyright infringement. A written counter-notification letter must be sent including the following information:
After receiving a counter-notification, Reallusion will take appropriate actions under the DMCA and any other applicable laws.
In cases where the parties cannot come to agreement on the copyright infringement claim, Reallusion will take action as deemed appropriate by the courts.
DMCA notifications and counter-notifications sent to Reallusion are real-world legal notices and will be treated as such. Copies of these documents will be sent to participants or third parties as required by law. Your personal information may be disclosed in relation to these notifications.
13: General.
This Agreement and the relationship between you and Reallusion shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Reallusion agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco County, California. The failure of Reallusion to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and rule that the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.