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Agreement Updated May 1st 2025
This Epic Stock Media Vendor Agreement (hereinafter “ESM VA”) is a legal agreement between the Vendor (a natural person hereinafter “You” or “Your” or “ESM Vendor”) and Epic Stock Media (hereinafter “ESM”) for the sound libraries, software, media files, digital assets, music, tracks, audio, video, designed sound effects, source sound files, libraries, collections and/or any printed, online or electronic documentation and/or other types and related content (hereinafter the “Content”) for which You are granting rights to ESM to sell. The specific Content which You are granting rights to is Content that you have submitted to ESM by direction of and in cooperation with ESM. We are glad to be able to work with you.
As an ESM Vendor you have responsibilities to us and to the buyers of your Content. Please take the time to review this ESM Vendor Agreement carefully in order to understand your responsibilities, the process associated with selling your items with ESM and how ESM Vendors can benefit financially from the sale of their Content.
ESM – Epic Stock Media, the company, Thinkfarm Ventures LLC – The parent company doing business as Epic Stock Media and Group Companies of Thinkfarm Ventures LLC.
ESM VA – Epic Stock Media Vendor Agreement – The Agreement between ESM and a Vendor (manufacturer, supplier) of products made available for resale on ESM Channels.
ESM Vendor or Vendor, You – Epic Stock Media Vendor is a natural person that has agreed to the terms of this ESM VA and is a manufacturer or supplier of Content and has Submitted Content for resale by ESM. Probably You if You are reading this.
ESM Channels – These are the various outlets by which ESM may make Your Content available for sale. The epicstockmedia.com and Group Company related websites are ESM Channels. ESM 3P licensees, and their respective products and services offerings that present ESM and ESM Vendor Content are ESM Channels.
Content or Submitted Content – means all audio data, sound effects, Sound Packs, ambient sounds, source sound recordings, samples, video, graphics, or other audio recordings, metadata, and related materials such as marketing graphics, covers, description copy, demos and marketing content provided by the Vendor. This is the Content which you have delivered to us and which we have reviewed and accepted for distribution/resale and marketing and sales support into ESM Channels. For clarity, a list and brief description of the Submitted Content may be set forth in Exhibit A. Exhibit A may not be present with online versions of this ESM VA. In such cases, by uploading Content through the epicstockmedia.com website you are agreeing to the terms of this Agreement.
ESM Vendor Share – this is the portion of revenue earned from sales of Submitted Content that is due an ESM Vendor
ESM Merchant Share – this is the portion of revenue earned from sales of Submitted Content that is due ESM
Total Royalty Share – the total revenue generated from sales that is then split between the ESM Vendor Share and the ESM Merchant Share
Vendor Base Rate or Base Rate, the rate at which we divide/share revenue generated from sales of Your Content, The Base Rate may vary depending on the Channel or 3P Licensee from which a Vendor Share is attributed.
Group Company, Group Company Websites – companies and/or websites owned, operated and/or managed by Epic Stock Media and/or Thinkfarm Ventures LLC – The parent company for Group Companies
Standalone – Standalone means not being used in Sync with another creative work, where the Content remains in substantially the same form as it was when purchased
Third Party, or 3P Licensees – companies who have entered into a licensing and/or sublicensing agreement with ESM and/or Group Companies
ESM Designees – are ESM Licensees and sub licensees whose end users, customers have purchased the right to use (licensed) the Content
Sound Packs, Content Item Collections are defined as expert-curated collections or bundles of Content items, sound effects, audio files etc. Sound Packs are created by ESM and/or Vendor. Sound Packs are collections of Content sold as products on https://epicstockmedia.com and Group Company websites.
White Label or White Label Licensees – refers to selling and licensing arrangements where ESM Vendor Content is presented in the marketplace without any public or end-user, consumer identifiable attribution of the Vendor, manufacturer or supplier of the Content. White Label sales and licensing arrangements may not contain any credit of authorship, Vendor brand identification or consumer facing acknowledgement of ownership of Content by the Vendor. Note: Identification of ownership of Content by the Vendor is meticulously maintained for reporting and sales tracking purposes in back office systems.
You are granting ESM the rights to license and sell Content You have submitted to us. Epic Stock Media may make Content you submit to us commercially available for sale directly to end users, ESM Subscribers, ESM Licensees and 3P Licensees through the epicstockmedia.com website, Group Companies and ESM Channels. This Agreement sets forth the terms of the Vendor providing a license to ESM for the worldwide, non-exclusive sales, licensing, sublicensing and distribution of Vendor Content as described more fully below.
Vendor grants ESM a worldwide, non-exclusive license and right to license, sublicense, distribute, market, reproduce, sell, and publicly perform Vendor Content from the Vendors catalog of Submitted Content including now existing as well as new Content and other Content as selected by Vendor in consultation with ESM and which shall be in line with first-class industry standards and shall at no time be materially less than 3000 unique and non-duplicate Content items, sounds, audio files (“Content as described in Exhibit A”) delivered by Vendor to ESM to be included at ESM’s sole discretion as part of any and all ESM Channel offerings, including but not limited to ESM’s products, services, subscriptions, bundles, custom licenses and projects, API deals, 3P Licenses, reseller deals, distribution deals and services.
ESM is granted the full right to sell, license and sublicense the Vendor Content for any and all types of licensed uses, including but not limited to synch licenses, master licenses, performance licenses, mechanical licenses, direct licenses, royalty-free licenses and streaming licenses. Vendor additionally grants to ESM the right to license and sublicense Vendor Content to ESM’s 3P Licensees, affiliates, resellers, distributors, delegates, customers, API users and clients (“ESM Designees”) and Vendor grants ESM Designees the right to license and sublicense Vendor Content to ESM Designees’ respective delegates, distributors, subscribers, customers and end-users.
You give us permission to sell Your Content and are certifying that the Content you provide is covered under this agreement and confirm that you have the necessary rights to allow ESM to sell it to end users, either directly or through third-party licensing agreements. You represent that:
This ESM VA grants ESM rights to sell your Content through ESM Channels and through 3P Licensees. There are five different scenarios in which ESM may present Your Content for sale. The following outlines details of these arrangements and describes how Vendors will share the revenue generated by such sales of their Content. More details may be found under the sections for each Channel / License Type.
| Type # | Who & Where Content is Sold | What Content is Sold | How Sales are Paid-out | ESM& Vendor Royalty Splits | Notes |
| # | Channel / License Type | Content Formats Sold | Payout Formula Type | Royalty Share / Splits of Total Royalty Share | Notes |
| 1 | epicstockmedia.com and Group Company Websites | Sound Packs | Standard Resale |
60% Vendor 40% ESM Merchant Share |
Net revenue of sales |
| 2 | epicstockmedia.com and Group Company Websites | Single Items and Single Items as part of a Subscription, and/orSound Packs | Subscription Share |
Vendor’s Portion of 50% of Vendor Share per subscription or other unit of sale 50% ESM |
Example: ESM Cloud Vault |
| 3 | 3P Catalog Licensing for Single Item and Subscription Sales | Single Items (Not Sound Packs) | Subscription Share |
Vendor’s Portion of 50% of Vendor Share per subscription or other unit of sale 50% ESM |
Custom catalog integrations, API licensing deals |
| 4 | 3P Catalog Licensing with Per Item Cost | Single Items (Not Sound Packs) | Standard Resale | 50% Vendor 50% ESM |
Single Sound Retailers |
| 5 | 3P Licensing Low Revenue Low Volume | Single Items (Not Sound Packs) | Pooled Revenue |
Vendor’s Portion of 50% of Vendor Share – Based on percentage of Content pool owned by Vendor 50% ESM |
Vendor gets % of payouts whether content items actually sell or not. |
When your Sound Pack Content is sold through epicstockmedia.com or Group Companies, we (ESM and You) will share the money made from the sale. This revenue is referred to as the Total Royalty Share. It is made up of two parts: the ESM Vendor Share; Your part of the revenue and the ESM Merchant Share; ESM’s part of the revenue.
Royalty Share for Sales of Vendor Sound Packs
For example, let’s say one of Your Sound Packs is sold at a price of $30.
Bank transaction or credit card processing fees of 3%, $.90 are deducted leaving $29.10 for net Total Royalty Share. In this example then:
When your Content not in Sound Pack format is sold through epicstockmedia.com or Group Companies, we (ESM and You) will share the money made from the sales of Content. The methodology for calculating Royalty Shares in this scenario is called “Subscriber Share,” This royalty calculation methodology works well across different subscription plans and types and avoids dilution of Vendor earnings by pooling or other royalty calculation methods.
How Subscriber Share Works with Vendor Content Sold by ESM and Group Companies
With subscriber share royalty calculation, your earnings as a Vendor are directly linked to the revenue collected from each individual subscriber.
We look at each subscriber in turn and assign Vendors a share of 50% of their net revenue, based on how important your items were to the subscriber (i.e. your share of all items the subscriber licensed in that period).
How is the Vendor revenue split?
To help show how the share is broken into downloads and using item download points as an example, let’s look at a few simple examples using individual user subscriptions for simplicity.
Example 1: An Individual Subscriber
For example, let’s say there was one subscriber, they generate revenue (excluding transactional taxes and credit card fees) of $29 for the month and downloads items worth a total of 20 “item download points”. The amount available for sharing with the Vendors of those items is 50% x $29 = $14.50.
Now imagine that three of the items they used are your Content. Your items make up 3 item download points out of the total 20 Item Download Points used by the subscriber, so you earn 3/20 x $14.50 = $2.18 from that one subscriber for the month.
Regarding Item Download Points
Example 2: Multiple Individual Subscribers
Now let’s expand that example to say 4 subscribers, each with their own usage patterns:
Vendor earnings from each subscriber in this example are shown below.
This example demonstrates a few important things about Subscriber Share:
Please note: The above examples are purely illustrative, and your earnings will, of course, vary depending on the number of subscribers, how much net revenue they generate, and which specific items they use in a given subscription period. Another variable, depending on the subscription type is that earnings may be calculated, monthly, quarterly, annually or in other timeframes not to exceed 12 months.
This type of sale of Your Content is the same as Type #2 except that Your Content is sold by a third party / 3P Licensees of ESM and is sold alongside ESM owned Content under the same terms and conditions as ESM owned Content. Sound Packs are not sold through these 3P Licensees. ESM and Vendor Content are presented for sale as single Content items in a white label catalog. These single item and subscription resellers payout royalties based on the Subscriber Share model as described in section 3.2 above.
If we license to a third party a catalog of Content including your sounds or collections in full or in part, on a simple per single file basis, ESM Vendors receive 50% of the per file rate. This is essentially a 50/50 revenue split per single Content item included in the license.
Example: We license 1000 Sound Files/Tracks for $5 each. That equals $5000. As a Vendor, 100 of your sounds are included in this license. This means that $500 worth of the files licensed were Yours. $500 x 50% equals $250, that is the specific Vendor Share in this example.
Single File Licensing / Catalog Licensing for low volume, low revenue sales channels is not very common. These arrangements typically generate annual revenue below $5000. They also tend to include a smaller number of files. When we include Your Content items or collections in full or in part, on a per single file basis, Vendors receive a portion/percentage of 50% of the Total Royalty Share based on the percentage of the Content “pool” that is owned by the Vendor. Royalties are paid out based on the Vendors share of the content pool. With pooled royalties, Vendor payouts are not based on if or when the Vendor’s specific Content is sold or not. Pooling royalties this way means Vendors will get a payout for any revenue generated by the Content pool.
Example: We license 1000 Sound Files/Tracks
As a Vendor, 100 of your Content Items are included in this license, that equals 10% worth of the files licensed are Yours. In a given time period (usually quarterly), let’s say this license generates $250 in total revenue/royalties. This is split between ESM and Vendors 50/50. Thus, $250/2 = $125. This is the Vendor Share. Your 10% portion of the Vendor Share would be $12.50.
An “End User” refers to the individual user or customer that purchases, uses or includes Content for their own purposes within any type of audiovisual media, public performances, or audio-only media. For the avoidance of doubt, End Users are distinct and separate from ESM Designees as outlined in this VA, meaning that ESM Designees shall have the option at ESM‘s sole discretion to directly distribute, sell, license or sublicense Vendor Content to their respective End Users (aka customers).
In all cases with ESM Channels and 3P Licensees, End Users are prohibited from stand-alone uses of Content, meaning that End Users are not permitted to resell, redistribute or share Content as a standalone product in whole or in part. End Users (aka Customers) of ESM or ESM Licensees are not permitted to sell or distribute Content (either in digital or physical form) on a Standalone basis. For reference: https://epicstockmedia.com/licensing-agreement/
Furthermore, Use of Content by End Users requires Content must be combined/mixed with other media elements such as video, photos, graphics (e.g. Content can be used within film, video games, movies, TV, ads or any other media) or other audio content (e.g. Content can be mixed into audiobooks, podcasts, on-hold recordings, voiceovers, music tracks of any type) as part of End User’s media and media-related products, and/or productions.
For the avoidance of doubt, Content can be licensed/sublicensed by ESM and ESM Designees for perpetual uses to End Users within any and all of End Users commercial and non-commercial audiovisual, public performance, or audio-only works so long as Content are used/utilized/mixed and/or performed in combination with other media such as music, audio, video, film, motion graphics, post-production, theatrical performance, mobile apps, video games, podcasts, VR/AR apps, broadcast or similar finished goods, performances, products or productions. Content in any format may not be used for or in hardware devices, automobiles, toys, electronic devices or other physical goods without the advance written permission of ESM and Vendor (email to suffice).Use of Content in hardware devices, automobiles, toys, electronic devices or other physical goods requires special licensing from ESM. Contact info@epicstockmedia for such licensing enquiries.
Sound Packs are defined as expert-curated collections or bundles of sound effects, audio files, Content items that are created by ESM and/or Vendor. Sound Packs are collections of Content items organized for a specific purpose or use case and are sold as individual products on https://epicstockmedia.com and Group Company websites. In ESM 3P Licensing agreements, licensees are not permitted to market or sell Vendor Content or ESM owned content in a similar “Sound Pack” format. For Example: ESM 3P Licensees present Content in lists of individual files, absent of association or identification of the Sound Pack title (or Vendor name). For the avoidance of doubt, this restriction does not otherwise limit ESM Licensees or ESM Designees from the use, display, marketing, sales of Vendor Content in organized categories or groups (e.g. Whooshes; Animals, Game Sounds, Voices, Music Tracks etc) allowing end-users to search, browse, license and use Vendor Content. ESM 3P Licensees are prohibited to sell Content in the Sound Pack format, without the advance written permission of ESM and ESM Vendor(s) (email to suffice).
Vendor shall allow ESM and ESM Designees “White Label” use of Vendor Content in connection of all rights granted to ESM herein. For the avoidance of doubt, this means that ESM is not required at any time to list or include Vendor’s company name or provide attribution to Vendor or any 3rd party creators of ESM Content at any time. (“White Label Rights”). White Label Rights shall also be provided and granted to ESM Designees and their End Users at ESM’s sole discretion.
Depending on your Content’s type, style, quantity and other factors we may elect to bundle your Content with other products for resale in order to meet market opportunities and demands.
ESM may create product bundles or collections of products together and sell them as a product bundle for the purpose of increasing unit sales and providing value unique to the epicstockmedia.com store or ESM Channels. In these cases, Your Sound Pack products will be identified as part of a bundle. Your product’s name images or branding assets may be included in the descriptions and marketing materials for the Bundle. Bundles as a whole may however be uniquely named and over-branded by ESM. To avoid confusion in the marketplace, Your Sound Pack product name will be identified as part of the bundle.
Our goal is to maximize the sales of Your Content and this gives us some unique flexibility and your permission to offer your product in a bundle. See section on Vendor Royalty Shares to understand the royalty structure when Your Content is bundled with other Content.
ESM, ESM Designees and End-Users are prohibited from using Content within or for any type of Generative AI systems, AI Data Sets, machine learning systems and/or AI Products in general, both publicly available i.e. ChatGPT, or with a private subscription to such models and agents. Content in any format may not be used or for any type of AI model training without the advance written permission of ESM and Vendor (email to suffice).
In the unlikely situation where ESM or ESM 3P Licensees are already distributing a Vendor’s Content items in full or in part, in any format, ESM will automatically exclude Vendor’s Content from any such Channel. In no case will Vendor Content be duplicated on any ESM Channel.
ESM Vendors submit Content to ESM by following the Instructions for Submitting Vendor Content to ESM attached to this ESM VA or obtained from an ESM representative or found on the epicstockmedia.com or Group Company websites. If you are approved as a Vendor, we will communicate to you individually about this account and how to use it.
ESM reserves the right to decide which Vendor Content submitted by/provided by Vendor are added to Company’s active catalog. Submitted Content will be considered accepted by ESM once they are added to ESM’s catalog(s) and content library and/or confirmed by ESM to Vendor (email to suffice). Once Vendor Content has been accepted they shall be allowed to remain in ESM’s catalog for use as outlined herein for the full term of this Agreement.
Vendor grants the right to ESM and ESM Licensees and their related customers to edit, modify, adapt, loop or enhance Vendor Content in any way they may see fit for the purposes of optimizing licensed uses. For example, ESM may license and sublicense Content that is edited: length or edited, trimmed, modified, retitled versions, modified file formats, uniquely categorized, editing of metadata and marketing descriptions for optimizing sales and delivery of Content in ESM Licensee products, systems and APIs. Vendor agrees that modifications to optimize Content made by ESM may or may not be shared with Vendor at sole discretion of ESM. Furthermore, ESM may require Vendor to submit/resubmit their content in specific formats to meet the requirements of ESM Channels. Example: Some channels require file metadata to include description, tag, keyword, category fields to enable vendor’s content in catalog presentation.
You give us permission to promote in the marketplace the Content You Submitted to ESM. Thus, we may use parts of your Content to advertise, promote Your Content availability on ESM Channels. This promotional use may include giving away NFR copies of the Content, free samples, demonstrations, announcements, public relations, emails, press releases, videos, advertising, features on other sites (e.g. social networks, blogs). There is no Vendor Royalty Share payable for these promotional activities. You grant us rights to use your content for purposes of promoting Your Content in the marketplace.
We appreciate it if You would notify us in a timely manner when Your Content changes, when You upgrade or update your Content or when You discontinue Your Content. Simply let us know of any changes by sending us an email to: [email protected]. In cases where ESM is presenting Your Content that is outdated, discontinued or Content that is of diminished value (old, outdated versions), Vendor will in a timely fashion provide updated Content to ESM.
Please note that when You submit Content to ESM You are required to set a Retail Price for your Content when it is being delivered in Sound Pack format. You will be able to add this information appropriately through your Vendor account.
From time to time, for special promotions, merchandising and bundling of Your Sound Pack Content to improve sales, ESM at its sole discretion, for epicstockmedia.com and ESM Channels may offer a discounted selling price for your Content.
Vendor Content that is licensed through an ESM 3P Licensee is priced according to the ESM 3P Licensee contract terms. Vendor Content is priced no differently as ESM owned content on 3P Licensee and Designee systems.
When Sound Pack products are bundled together, royalties earned will be determined by the following formula:
Selling price less ESM Merchant Share (40%) then, the remainder is divided by the percentage of retail price each product represents in the bundle. Example: A bundle of 3 products has a retail value of $200 and was sold for $170. Product A retail value = $100 product B and C are retail value of $50 each.
Product A would get 50% of the ESM Vendor Share and B and C would each get 25% of the ESM Vendor Share. The payout would be as follows:
Using the above example, the bundle selling price is $170
ESM Merchant Share 40% = $68.00
ESM total Vendor Royalty Share to be proportionately divided among Vendors = $102
ESM Vendor Share for product A = $102 x 50% = $51.00 due Vendor for product A
ESM Vendor Shares for products B and C = $102 x 25% = $25.50 due to Vendors of product B and C
At this time, ESM pays Vendors their Vendor Royalty Share on a quarterly basis (calendar year). Payments are typically sent between the 20th and 30th day after the quarter ends.
All accounting of the sales of Your Content and all payouts are made in US Dollars and payments are made via Paypal to the account you identified on the ESM Vendor Content Submission Form.
Please note that ESM at its sole discretion may elect to make monthly payouts to Vendors. Our service level commitment is however to make Vendor Share payouts on a quarterly basis as mentioned above.
Content may be placed or removed at any time from ESMs catalog at ESM’s sole discretion. We have the right to place or remove any Content from ESM Channels for any reason. Typically, if we have a technical or other problem with your Content or issues impeding the sale of Your Content we will address the problems with you directly via email correspondence.
For example, we may review catalogs of ESM Content to keep them fresh and full of quality items that meet the latest technical standards,market trends and market demand. Also, issues about an item might be brought to our attention such as errors, representations, or even violations so we would need to be able to take action without your consent. We also aim to give you notice before or if an item is removed, but this is not always feasible or possible, so we can’t guarantee this. We will not be responsible for any loss that you may suffer as a result of any Content item being removed from any ESM Channel or outlet for sale. Furthermore, ESM does not guarantee Vendor placement, use in ESM Channels or placement of Content with ESM 3P Licensees
If an ESM Vendor wishes to have Content removed from ESM channels, the ESM Vendor may notify ESM in writing and upon receipt of such “Take Down” request ESM will have 90 days to remove the Content specified in the request from ESM and Group Company websites.
Please note that we cannot guarantee when our third-party licensees (3P Licensees) or their designees will respond to requests to remove content. The removal process is governed by the terms of the 3P Licensees’ contracts, which may take up to 12 months to complete from the date of the request. However, we will make a good faith effort to process removal requests within 90 days. In any case, if content is being removed or the contract is being terminated, we will continue to pay the Vendor their share of royalties for any revenue generated from the sale of that Content, even after the removal or termination has been initiated.
Copyright law and international copyright treaty provisions protect all parts of the Content products and services created by ESM and affords the same protection to the Content You Submitted to ESM. All copyrighted material, trade names and trademarks are the property of their respective owners.
Vendor reserves all ownership in the Vendor Content and all rights not expressly granted to ESM hereunder, including the copyrights therein. No ownership or copyright of Vendor Content will be transferred to ESM, ESM Licensee or any other entity at any time.
Vendor and ESM shall promptly notify each other if either receives notice or becomes aware of any intellectual property infringement or violation related to Vendor Content. In such case, Vendor shall provide ESM with prompt assistance reasonably requested in stopping, remediating any such infringement or violation.
ESM’s name, logo, graphics files, names and descriptions that represent ESM are the property of ESM. ESM retains sole and exclusive ownership of all right, title and interest in and to ESM owned content and all Intellectual Property rights relating thereto and to our products, creations and business plans. You may not claim ownership or authorship of the content created and owned by ESM …and by the way, we claim no rights to your Content other than to be able to resell it as described in this Vendor Agreement. 🙂
If we label or create packaging, in the creation of a bundle, promotion or otherwise make presentation of Your Content in a format other than in which you have provided Your Content to us, ESM owns and retains all rights and use of such packaging, intellectual property and assets that we create for the purpose of presenting, promoting and re-selling Your Content in a bundle or otherwise.
For example; if we package Your music Content into a collection of music libraries and develop names, packaging design, descriptions, videos, graphics, campaigns or other assets related to selling the Content bundle, ESM will retain all rights and ownership of such assets created by us. You may not use such branding packaging bundling, descriptions or presentations except by obtaining express written consent from ESM. We may grant you the rights to use our assets under terms that are mutually agreeable between You and ESM.
As an ESM Vendor you acknowledge that the business of ESM contains copyrighted materials, confidential business plans and other proprietary and Confidential Information. ESM Vendors acknowledge that as a result of being designated as an ESM Vendor You will have knowledge of, and access to, proprietary and Confidential Information of ESM. For example; sales statistics reporting data, product concepts and that such information, constitutes valuable, special and unique assets of Epic Stock Media and Group Companies, developed at great expense and which are the exclusive property of Epic Stock Media. This is to be held by the Vendor in trust and solely for Epic Stock Media’s benefit.
As used herein, “Confidential Information” means any nonpublic information regarding a party’s products, services, technology, finances, business affairs, assets, product and marketing plans, pricing, clients, prospects, vendors, employees, programs, techniques, ideas, inventions, research, testing, legal affairs, contracts, opportunities, methods of operation, procedures, know-how, and trade secrets that becomes known to the recipient through disclosure, observation or otherwise.
Confidential Information does not include any information that: (a) is or was acquired by recipient from a third party and is not subject to an unexpired obligation to or of such third party restricting the use or disclosure thereof; (b) is independently developed by recipient without reliance upon or use of any of the Confidential Information; (c) was rightfully and lawfully known to recipient at the time of disclosure or observation without any confidentiality obligations; or (d) is generally known to the public or within the applicable trade or has become generally known or publicly available through no fault or action of the recipient.
Neither party shall disclose, divulge or publish the other party’s Confidential Information (as defined below). Further, neither party shall disclose the terms of this Agreement, including but not limited to pricing, terms, options, song or sound effects usage data and reporting processes and license fees paid, to any customer, user, or third party other than professional advisors on a “need to know” basis. Each party will protect the other’s Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own like information. Neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other’s Confidential Information without the prior written consent of the other party.
Each party acknowledges and agrees that any breach of Confidential Information by a party’s unauthorized use or disclosure of the disclosing party’s Confidential Information would cause irreparable injury to the other party for which monetary damages are not an adequate remedy. Accordingly, in addition to other available remedies, the non-breaching party will be entitled to obtain appropriate injunctive relief and other equitable remedies in the event of such breach.
You agree to not divulge or publish any such Confidential Information and shall not, at any time, either during or subsequent to assignment as an ESM Vendor, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of ESM.
This Section (Confidential Information & Confidentiality) shall survive the termination of this Agreement.
You will indemnify, hold harmless, and defend ESM, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your acting as an ESM Vendor.
In no event (including, without limitation, in the event of negligence) will ESM, its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to assignment as an ESM Vendor. You bear sole responsibility and liability for any loss or harm incurred due to failure of your performance as an ESM Vendor.
ESM cannot be held responsible for any direct, indirect, or consequential loss arising from the assignment as an ESM Vendor in whatever form, and including consequential loss arising from a delayed or lost payment of ESM Vendor Shares due you.
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us. In performing their respective duties under this Agreement, ESM and Vendor will be operating as an independent contractor relationship. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. ESM and Vendor shall each bear its respective expenses for operation, staff and performance hereunder.
Except as expressly stated in writing, ESM makes no representation or warranties in respect of ESM Channels and the sales results they may or may not generate and this includes warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose or business venture. ESM will not be responsible if Vendor Royalty Shares do not meet your expectation. You act as an ESM Vendor at will and ESM provides no warranties of any kind.
This Agreement shall be governed by the law of the United States as applicable therein. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of the United States therefrom. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.
HEADINGS: The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
MODIFICATION OR AMENDMENT: Any modification or amendment this Agreement must be in writing and bear the signature of the authorized representatives of both ESM and Vendor.
The term of this agreement is for two years from date of signature and will auto renew annually until either party terminates the contract with 90 days notice in writing. Any failure to comply with the terms and conditions of this ESM Vendor Agreement may result in automatic and immediate termination of this agreement. Upon termination of this agreement granted herein for any reason, You agree to immediately cease use of any attribution you make for being an ESM Vendor if this has been requested (email request to suffice). You agree that your Submitted Content would be removed from ESM Channels and ESM 3P Licenses according to the terms in this Vendor Agreement. For the avoidance of doubt, and because there is often a delay in payouts for sales of Content, if content is being removed or the contract is being terminated, we will continue to pay the Vendor their share of royalties for any revenue generated from the sale of that Content, even after the removal or termination has been initiated and completed.
We are glad to have you as an ESM Vendor and we look forward to working together. Please contact us if you have any questions. We welcome your inquiry: [email protected]
If you agree to the terms outlined in this ESM Vendor Agreement and have read the ESM EULA please submit the acknowledgment form below. By submitting content to Epic Stock Media and maintaining an active vendor account, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of the Epic Stock Media Vendor Agreement – https://epicstockmedia.com/vendor-agreement.
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