Vendor Terms of Use

This page explains the terms (“Vendor Terms”) by which you may sell licenses to Assets through the Service as a Vendor Owner. By creating an account or accessing or using the Service, you (1) agree that you have read, understood, and agree to be bound by the terms and conditions of these Vendor Terms, together with the Site Terms of ServiceAffiliate Agreement (if applicable), which constitute a binding agreement (“Agreement”) between the person or legal entity named in the sign up process (referred to as “Vendor Owner”, “you”, or “your”) you and Deal Quokka. (referred to as “we”, “us”, “our”, or “Deal Quokka”), and (2) also that you have read and acknowledge the collection and use of your information as set forth in our privacy policy (the “Privacy Policy”), whether or not you are a registered user of the Service. If you open a Deal Quokka Vendor on behalf of an organization or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Agreement including these Vendor Terms, and that you agree to the Agreement including these Vendor Terms on the entity’s behalf.

The Parties agree to the following:

This Vendor Owner Agreement (the “Vendor Owner Agreement”) is entered into as of the date (the “Effective Date“) the party whose name is set forth below (the “Vendor Owner“) accepts its terms and conditions by creating an account and is by and between Deal Quokka. (“Deal Quokka”), and the Vendor Owner. The Parties agree to the following:

    1. Vendor Owner Affirmations and Warranties You agree that any Assets you make available on the Service, will not violate third-party rights of any kind including, but not limited to, any Intellectual Property Rights or rights of privacy. For the purposes of these Vendor Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Deal Quokka reserves the right to ban or remove access to Service if we receive one or more copyright complaints against your listed Assets. You understand that publishing your Assets on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. You affirm, represent and warrant the following:
      1. You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations.
      2. Your Assets and all parts thereof are owned and controlled by, or licensed to you, and your use of the Service is permitted by applicable law and by all applicable rightsholders. You retain all Intellectual Property Rights to your posted Assets.
      3. If your Asset consists in whole or in part of design elements and the like that are included in design programs by uploading such Assets to Deal Quokka, the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in the Assets created by you, and to license such Assets to Deal Quokka.
      4. If your Assets contains music and/or lyrics, you own or have acquired all rights to use such music and/or lyrics and any sound recording from the owner of the copyright in such music and/or lyrics or sound recording.
      5. Your Assets and Deal Quokka’s use as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
      6. To the extent that your Assets contain identifiable third parties or landmark(s), you represent that you have obtained written consent and/or model and property release(s) of those third-parties pictured, to use such third party’s name or likeness and grant Deal Quokka all of the license rights set forth in the applicable License(s). You also warrant that each such third party has released you from any liability that may arise in relation to such use.
      7. Deal Quokka may exercise the rights to your Assets granted under these Vendor Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
      8. You will not provide inaccurate, misleading or false information to Deal Quokka or to any other User. If information provided to Deal Quokka or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Deal Quokka of such change.
      9. You will not use Service to direct Users to other services or sites to purchase Assets.
      10. By using the Service to sell one or more Assets, you agree to pay Deal Quokka’s fees for such transaction, assume full responsibility for the content of the Assets offered, and accept that Deal Quokka cannot guarantee exact listing durations.
      11. Deal Quokka may, in its sole discretion, provide you with optional recommendations to consider when creating your listings. Such recommendations and/or default pricing may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. Your use of pricing recommendations or default pricing is optional, at your own risk, and Deal Quokka does not warrant that such prices will be most effective for your Assets. You agree that you are not relying on any pricing recommendations from Deal Quokka.

Deal Quokka reserves the right to terminate an account or close a Vendor for any reason, including for a violation of these Vendor Terms. Deal Quokka also may remove products for any reason, including for a violation of these Vendor Terms or our Site Terms of Service.

  1. License Grant.
    1. To Deal Quokka. By posting any Assets on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Deal Quokka a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Assets and your name, voice, and/or likeness as contained in your Asset, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Deal Quokka’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You affirm that any listed Assets are cleared to be sold under the applicable Licenses listed below:
      1. Deal Quokka License
      2. GPL (where applicable, for WordPress content.)
    2. To Other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under these Vendor Terms and applicable License. You grant and/or authorize Deal Quokka to grant each User of the Service who purchases licenses to your Assets with all the rights, and subject to all the restrictions, described in the applicable License purchased. You should review the Licenses carefully before uploading any Assets.
  2. Asset Delivery. All Assets must be delivered immediately after purchase, with no barriers to immediate download. Whenever required, all Asset files should be hosted on Deal Quokka. You must not require a Buyer to provide personal information in order to access licensed Assets. Assets requring redemption codes are permitted. 
  3. Resolution Process for Transactions. All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when Buyers claim that their Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. 
    1. Refunds:You understand and agree that Deal Quokka has no obligation to provide refunds on any licensed Assets, including but not limited to if Deal Quokka finds that the Asset has been downloaded by the User. You agree that any and all refunds are provided at the sole discretion of Deal Quokka. You understand and agree to Deal Quokka’s full Refund & Exchange policy, which we may change from time to time.
  4. Payouts & Earnings. Unless otherwise agreed by the parties in writing, Deal Quokka shall send requested payouts according to published timeframes, and in the method, you select during the payout setup process. Available payout methods are subject to change. Our current payment terms (rates, fees, etc.) are available here—you should check this link regularly as we may change these in our sole discretion at any time and such change will apply to all transactions that occur after the published change. Payout requests may only be made if the total amount due to you totals at least $10. Deal Quokka reserves the right to withhold payment or chargeback to your account any amounts otherwise due to us under these Vendor Terms, or amounts due to any breach of these Vendor Terms by you, pending Deal Quokka’s investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Deal Quokka in writing within thirty (30) days of such payment. Failure to so notify Deal Quokka shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Deal Quokka. No other measurements or statistics of any kind shall be accepted by Deal Quokka or have any effect under these Vendor Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Vendor Owner funds based on certain factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim.
  5. Warranty Disclaimer. Deal Quokka’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS SET FORTH HEREIN WITH RESPECT TO Vendor OWNER, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. EXCEPT AS SET FORTH HEREIN WITH RESPECT TO Vendor OWNER, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
  6. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF Deal Quokka ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS Vendor TERMS EXCEED THE AMOUNTS PAID TO Vendor OWNER UNDER THIS Vendor TERMS.
  7. General.
    1. Independent Contractor. Neither Party shall be deemed to be an agent of the other Party for any purpose, and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other Party in any respect whatsoever.
    2. Governing Law and Jurisdiction. These Vendor Terms are subject to the governing law, jurisdiction, class action waiver, and other dispute provisions set forth in the Site Terms of Service.
    3. Assignment. Vendor Owner shall not assign, delegate, or otherwise transfer its rights or obligations under these Vendor Terms, by operation of law or otherwise, without the prior written consent of Deal Quokka. These Vendor Terms will inure to the benefit of the Parties and their permitted successors and assigns.
    4. Changes to Vendors Terms. We may revise and update these Vendor Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Service. Your continued use of the Service following the posting of revised Vendor Terms means that you accept and agree to the changes. 
    5. Severability. If any of the provisions of these Vendor Terms are held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.
    6. Conflicts. In the event of a conflict in terms between these Vendor Terms, the Site Terms of Service, and the Affiliate Terms (if applicable), the conflicting provision of these Vendor Terms shall apply solely with respect to the subject matter of these Vendor Terms and then only to the extent of the conflict.