Thank you for your interest in working with Epic Stock Media. Please read this Vendor Agreement before submitting your sound libraries, software, media files, digital assets or other Content for resale by Epic Stock Media. We look forward to hearing from you.
Epic Stock Media Vendor Agreement
This Agreement was last modified on October 9th 2018.
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, 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 a 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 vendors can benefit financially from the sale of their Content.
ESM – Epic Stock Media, the company
ESM Channels – these are the various outlets by which ESM may make Your Content available for resale under the terms of the ESM EULA or similar terms of third party distributors of ESM Content. The primary channel of sales for ESM Vendor Submitted Content is through the epicstockmedia.com and related websites owned by ESM.
ESM Vendor Royalty Share – this is the portion of revenue earned from sales of Submitted Content that is due an ESM Vendor or ESM Vendors in the case of bundled content.
ESM Merchant Share – this is the portion of revenue earned from sales of Submitted Content that is due ESM
ESM VA – Epic Stock Media Vendor Agreement – The Agreement between ESM and a Vendor (seller) of products made available for resale on ESM Channels.
ESM Vendor or Vendor – Epic Stock Media Vendor – a natural person that has agreed to the terms of this ESM VA and has Submitted Content for resale by ESM. Probably you if you are reading this.
Vendor Base Rate or Base Rate, the rate at which we divide/share revenue generated from sales of Your Content
Content or Submitted Content – The files, assets, video, graphics, audio files, music loops, recordings, and or any other digital and non digital assets you may convey to us for resale. This is the Content which you have delivered to us and which we have reviewed and accepted for distribution/resale into ESM Channels. Submitted Content will be available for resale by ESM and licensed to end users/customers under the Epic Stock Media EULA (attached to this ESM VA).
1. RIGHTS TO DISTRIBUTE AND RESELL YOUR CONTENT
You are granting ESM the rights to distribute and resell Content You have submitted to us. Epic Stock Media may distribute, resell and otherwise make Content you submit to us commercially available for sale through the epicstockmedia.com website and other ESM Channels or as identified on the ESM Vendor Addendum (if attached).
1.1 Your Promises and Responsibilities
You understand that when you Submit Content to ESM you are not actually selling the Content yourself, we are selling it for you under the terms and conditions set out within this ESM VA.
You give us permission to sell Your Content and are certifying that the Content you provide to ESM for resale is covered under this ESM VA and you represent that:
- The Content is an original work and that you can legally grant the rights set out in the terms of this ESM VA.
- The Content does not to the best of your knowledge violate any third party’s copyrights, trademarks, patents, or other intellectual property rights.
- Your Content and descriptions of it are not inaccurate, misleading, fraudulent, unlawful or defamatory; the Content does not violate any applicable law or regulation (including those governing export control, consumer protection, unfair competition, criminal law, pornography, anti-discrimination, trade practices or fair trading);
- The Content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of any computer software or hardware.
- If you are signing this ESM VA as a representative of a company, you are representing that You are authorized to sign this Agreement on behalf of your company and representing that the company you represent is granting ESM the rights to resell the Content you are providing as outlined in this ESM VA.
- ESM Vendors agree to not submit Content that has previously been licensed on an exclusive basis or submit Content that you own that is subject to the control or licensed such that it is in control of a third party. You agree Content will be free and clear of encumbrance and is able be sold by us according and subject to the ESM EULA. For more information on rights that are granted to purchasers of Content from ESM please see the ESM EULA available at https://epicstockmedia.com/home/license-agreement.html
2. ESM RIGHTS TO PACKAGE CONTENT IN BUNDLES
Depending on your Content’s type, style, quantity and other factors we may elect to bundle your product 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 products will be identified as part of bundle without altering the product’s name images or branding assets. Bundles as a whole may however be uniquely named and over-branded by ESM. Your product name and description will be clearly 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.
3. SUBMITTING, PRICING AND UPDATING YOUR CONTENT WITH ESM
ESM Vendors submit Content to ESM by following the Instructions for Submitting Vendor Content to ESM attached to this ESM VA or obtained from and ESM representative. Please note that when you submit Content to ESM you are required to set a Retail Price for your Content. From time to time and for special promotions of Your Content, ESM may suggest the offering of a discounted selling price for your content based on your Retail Price. We will contact you via email to gain your permission for any such discounts. You will have the option to agree and accept or decline the offering of a discount.
3.1 Setting Prices for Your Content
You set the prices for your content. At your discretion and with written permission, you may also grant ESM to offer discounts on your Content for promotional purposes and for creating unique Bundles or special promotion of Content for epicstockmedia.com and ESM Channels.
We may suggest that you adjust your pricing such that it is in line with other platforms, channels, sites and prevailing market demand. We will contact you via email to gain your permission for any such price changes. You will have the option to agree and accept or decline the pricing changes. At any time, if you wish to offer discounts or other promotions on your products please contact us via email.
3.2 Use of Your Content in Promotional Contexts
You give us permission to promote the Content You Submitted to ESM. Thus, we may use parts of your Content to promote your products availability on ESM Channels. This promotional use may include announcements, public relations, emails, 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.
3.3 Notification of Changes
We appreciate if you would notify us in a timely manner when the Retail Price for Your Content changes, when You upgrade or update your product(s) or when you discontinue products. Simply let us know of any changes by sending us an email to: [email protected]
4. ROYALTIES AND ROYALTY SHARES
When You list Content for sale with ESM and on epicstockmedia.com you are giving us permission to sell your Content under the terms and conditions set out within the ESM VA.
When your Content is sold through an ESM Channel, we (ESM and You) will share the money made from the sale. This revenue is referred to as a Royalty Share. It is made up of two parts: the ESM Vendor Royalty Share and the ESM Merchant Share.
4.1 Royalty Share Rates
The Vendor Base Rate, the rate at which we share the proceeds of sales of Content you have Submitted to us is: 70% of the selling price goes to the ESM Vendor and 30% to ESM. This Base Rate will apply to about 95% of the products and packages sold by ESM so most often, this is the rate and formula by which your ESM Vendor Royalty Share will be calculated.
For example, let’s say one of Your Content items is sold at a selling price of $10. The ESM Merchant Share is 30% off the top which is $3. That leaves 70% or $7 remaining for the ESM Vendor Royalty Share which you would receive.
4.2 Other Rate Arrangements
There are other ways less frequently employed in certain ESM Channels where the Vendor Base Rate might be calculated differently than the Base Rate above. You would be informed via email about such cases and will have the option of opting in or opting out of arrangements that differ from the Base Rate. Cases where ESM Vendor Royalty Shares differ from the Base Rate will be listed on the ESM Vendor Addendum if their are any such cases related to Your Submitted Content.
4.3 Bundle Royalties
When products are bundled together, royalties we be determined by the following formula:
Selling price less ESM Merchant Share (30%) 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 Royalty Share and B and C would each get 25% of the ESM Vendor Royalty Share. The payout would be as follows:
Using the above example, the bundle selling price is $170
ESM Merchant Share 30% = $51.00
ESM total Vendor Royalty Share to be proportionately divided among Vendors = $119
ESM Vendor Royalty Share for product A = $119 x 50% = $59.50 due vendor for product A
ESM Vendor Royalty Shares for products B and C = $119 x 25% = $29.75 due to vendor of product B and C
4.4 Payouts of ESM Vendor Royalty Shares
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. ESM Vendors that generate an average of more than $100 in Royalty Share in 3 consecutive months can elect to receive payouts on a monthly basis by simply requesting this of ESM in writing. Monthly payments are typically made on the 20th day after the end of the month. Remember you would typically need to receive a quarterly check for at least $300 before you could request monthly payouts.
All accounting of Content sales 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 at this time we are making monthly payouts to vendors. Our service level commitment is however quarterly as mentioned above.
5. REMOVAL OF CONTENT ITEMS
We have the right to remove any Content from ESM Channels for any reason, using our reasonable discretion. 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 and market trends. 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 channel or outlet for sale.
5.1 Your Request to Remove Content
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 request ESM will have 90 days to remove the Content specified in the request from ESM Channels. Content requested to be removed will be removed from all ESM Channels, ESM will not remove content from individual ESM channels. If you have other distribution of your products with us as outlined in the Vendor Addendum, Please note that we cannot guarantee the responsiveness to removal requests by our third party controlled channels.
6. PACKAGING CREATED FOR ESM BUNDLES
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 intellectual property and assets that we create for the purpose of presenting, promoting and re-selling Your Content in a bundle.
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.
7. COPYRIGHT RESTRICTIONS AND INTELLECTUAL PROPERTY RIGHTS
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.
7.1 ESM Confidential Information
As a 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 and reporting data) including procedures & methods, trade secrets, ideas, technical information, know-how, processes, plans (including marketing plans, business plans and sales strategies), specifications, designs, methods of operations, techniques, formulas, improvements, financial and marketing information, forecasts (collectively, the “Confidential Information”), and that such information, constitutes valuable, special and unique assets of Epic Stock Media, developed at great expense and which are the exclusive property of Epic Stock Media. This is to be held by the ESM Vendor in trust and solely for Epic Stock Media’s benefit.
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.
7.2 ESM Brand and Content Created by ESM
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 the Content and all Intellectual Property rights relating there to 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 herein this Vendor 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 Royalty Shares due you.
8.1 Regarding Our Relationship
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us.
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.
10. GOVERNING LAW
This Agreement shall be governed by the law of the United States applicable therein. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of United States therefrom. 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.
11. TERM AND TERMINATION
The term of this agreement is for one year from date of signature and will auto renew annually until either party terminates the contract with 30 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. You agree that your Submitted Content would be removed from ESM Channels according to the terms in this Vendor Agreement.
12. THANK YOU
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]