ControllerCodes.com
is a service provided by ControllerCodes. By using the ControllerCodes.com site
and any of our features, services or products you agree to all our terms and
conditions that you will find below (the "Agreement"). If you do not
agree with any of these terms, please stop your use or the website and any of
our features, services or products immediately.
For the
purposes of this Agreement:
i) the
"Website" shall mean the site ControllerCodes.com;
ii)
"Products" shall collectively mean all codes, modules, information
and/or instructions found on the Website or otherwise provided by
CONTROLLERCODES;
1) Nature
of Products / Limitation of Liability
ALL PRODUCTS
(AS DEFINED ABOVE) AND SERVICES (AS DEFINED ABOVE) ARE PROVIDED “AS-IS.”
WE DO NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY,
SUITABILITY OR COMPLETENESS FOR ANY OF THE PRODUCTS OR SERVICES FOR YOUR
PARTICULAR NEEDS. THE PRODUCTS AND SERVICES ARE USED AT YOUR OWN
RISK. IN NO EVENT WILL: I) CONTROLLERCODES, ITS AGENTS, PARTNERS,
OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS PRODUCTS, BE
RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS
INTERRUPTION) PRODUCTS MAY REQUIRE MODIFICATION TO SUIT YOUR PARTICULAR NEEDS
2) Use /
Copyright
The Products
cannot be resold or distributed.
3) Refund
of Charges
Codes sold
individually are subject to refunds
CODE
DISTRIBUTION AGREEMENT
This Code
Distribution Agreement (the "Agreement") is made by and between you
("Member") and Controller Codes ("Distributor")
(collectively Member and Distributor may be referred to as the
"Parties")
WHEREAS, Member has certain codes and/or
modules (the "Codes") and desires to sell the Codes through the Sites
and with Distributor's assistance as set forth herein.
NOW,
THEREFORE, the
Parties agree as follows:
1.
Codes Distribution: The Codes will be sold through the Sites by Distributor. Member
understands that Distributor is not obligated to accept all of the Codes
provided by Member for distribution, and can remove the codes at anytime with
or without explanation.
2.
Fee:
A. Distributor will receive a fee for the services and tools provided under
this Agreement, providing e-commerce services and tools to sell the Codes,
marketing, credit-card transaction facilitation, electronic transmission and
delivery of the Codes to customers, and providing software that allows the
Codes to be sold.
B. Member will receive a fee for providing the Code for sale, maintaining
his/her proprietary rights for the Code.
C. The fees shall be based on a percentage of the revenue generated by the
sale of the Codes provided to Distributor by Member. The revenue for each Code
provided by Member that is sold through a Site shall be apportioned as
follows: 50% to Distributor and 50% to Member.
3.
Payment of Fees: Member will be paid any monies due on a monthly basis.
Within approximately 30 days following the end of each month, Distributor will
send Member a payment via Paypal for Member's share of the proceeds of the
Codes sold. If the amount payable to Member for any month is less than fifty
($25.00) U.S. dollars, Distributor will hold those funds until such time as
Member's commission earned equals at least twenty five ($25.00) U.S. dollars.
If a product sale that generated revenue is refunded by the customer,
Distributor will deduct the proportionate amount from Member's next monthly
payment including any Paypal fees incurred. Distributor reserves the right to
remit payments to Member electronically. Members will be responsible for
any fees incurred from Paypal for the receiving of payments from the Distributor.
4. Form
Price: Distributor
shall have the right to set the price charged for each Code in its sole
discretion, as long as the amount is over $5.
5.
Member Representations:
A. Member represents that the Codes provided to Distributor for
distribution satisfy all applicable legal requirements, statues, laws and
regulations.
B. Member represents that the Codes provided have been prepared by Member
and that Member has the right to distribute and sell the Codes in the manner
contemplated by this Agreement.
C. Member agrees to abide by all terms and conditions found on the
ControllerCodes.com site and agrees to follow all instructions found on the
ControllerCodes.com site in order to make the Codes available for sale.
6.
Continuing Obligations: During the time that the Codes are distributed by
Distributor, Member agrees to review the Codes provided to Distributor
periodically to ensure that they are current, and to read the reviews of their
products an fix them to the best of their ability.
7.
Taxes: In no
event shall Distributor be responsible for taxes based on Member's income or
for the privilege of doing business.
8.
Member Sales and Revenue Information: Distributor will make reasonable efforts to make
Member's sales and revenue information available via a web interface; however,
Member acknowledges that this information may not always be available in real-
time.
9.
Termination: This
Agreement may be terminated at any time for any reason by either party.
Neither party shall be liable to the other or to any other person for any loss
or damage occasioned by the termination of this Agreement as provided herein.
10.
No Employment Relationship: Distributor, its agents and employees shall, under no
circumstances be deemed employees, agents or representatives of Member. Neither
Distributor nor Member shall have any right to enter into any contract or
commitment in the name of, or on behalf of the other, or to bind the other in
any respect whatsoever.
11.
Indemnification of Distributor: Member shall be solely responsible for the writing, design,
development, supply, and ownership claimed by Member of the Codes. Member
agrees to indemnify and hold Distributor harmless from and against any claim,
loss, damage, expense or liability (including attorney's fees and costs) they
may incur.
12.
Interruption of Service: Although Distributor will attempt to keep the service
operational at all times, a certain amount of downtime and interruption of
service is inevitable. Distributor is not responsible for any interruption of
the service and Member agrees not to hold Distributor liable for any
consequences of interruption of any service, regardless of the cause.
13.
No Implied Waivers:
The failure of either party to enforce any provisions of this Agreement shall
not be deemed a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
14.
Governing Law:
This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of California.
15.
Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and
supersedes any prior understanding or representation of any kind preceding the
date of this Agreement. There are no other promises, conditions,
understandings or other agreements, whether oral or written, relating to the
subject matter of this
Agreement.
16.
Headings:
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
17.
No Revenue Guarantee: Member
understands that Distributor does not make any warranties or representation as
to any potential revenue or income stemming from this Agreement.
18.
Interpretation: This
agreement shall not be construed against any party, regardless as to who may
have drafted the Agreement.