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PIXUP Creator Agreement
(Version 4.0 - December 31, 2024)

This PIXUP Creator Agreement ("Agreement") is entered into by the online creator ("Creator") and PIXUP 3D INC. ("PIXUP") and shall become effective upon acceptance by the Creator.


RECITALS

WHEREAS, PIXUP provides the PIXUP online platform ("PIXUP Website") to facilitate the display and sale of 3D printing model files ("Products") by creators. The Creator may use the PIXUP Website to display and sell their Products (i.e., 3D printing model files). For the avoidance of doubt, the Creator expressly represents that they have the rights to sell the Products on the PIXUP Website, including but not limited to the copyright or other necessary legal authorizations for the Products.


Article 1. Products and Sales Scope

    1. During the sales period, the Creator authorizes PIXUP to display and sell their Products on the PIXUP Website. The Creator explicitly states that they own the copyright to the Products or have obtained legal authorization from the copyright holder. The Products may include any file format, such as STL, OBJ, CTB, etc.
    2. The copyright of the Products displayed and sold on the PIXUP Website remains with the Creator who uploads them. Unless otherwise agreed, PIXUP does not obtain the copyright of any Products under this Agreement.
    3. The Creator may independently determine the sale price ("Price") of the Products. The Creator authorizes PIXUP to accept the sale consideration for the Products on their behalf from third-party users purchasing the Products on the PIXUP Website.
    4. To meet the needs of third-party users, PIXUP may convert the file format of the Products. If there are differences in file format between what the Creator uploads and what third-party users download, the downloaded file will still be considered the Product.
    5. The Creator understands that PIXUP may conduct promotional activities for unspecified Products on the PIXUP Website. The Creator explicitly agrees to allow PIXUP to promote the Products through various means, including but not limited to:
      1. Adjusting the display order, webpage layout, or prominent placement of the Products on the PIXUP Website.
      2. Creating advertisements using renderings of the Products through media such as images, videos, or text, both online and offline.
      3. Printing the Products into physical models for promotional purposes, such as on-line or off-line exhibits or displays.
      4. Conducting discount campaigns for selected Products. PIXUP may not reduce the Creator's share of revenue (defined in Section 3.1) without prior consent.
    6. Unless otherwise agreed, PIXUP may not independently sell physical models printed from the Products.
    7. PIXUP reserves the right to modify the display method or content of the Products, such as changing cover images or amending descriptions, to maintain the quality of the PIXUP Website.
    8. If a Product cannot be displayed or sold due to legal, the right of third-party, or other reasons, this will not affect any rights of the other Products on the PIXUP Website.

Article 2. Sales Period

The sales period (“Sales Period”) is started from the Creator listing the Products and terminated upon the Creator or PIXUP removing the Products from the PIXUP Platform.


Article 3. Revenue and Payment

    1. PIXUP will deduct necessary costs from each sale before paying the Creator their revenue ("Revenue"). The necessary costs are defined as 8.99% of the Price plus $0.69 per sale, covering the costs for labor, management and marketing promotion, and platform fees.
    2. PIXUP will only use PayPal to pay the Revenue to the Creator. Other payment methods may be arranged upon agreement, with additional transaction fees borne by the Creator.
    3. When the Creator's account balance reaches $150 or more, PIXUP will notify the Creator via email within the first five calendar days of the following month. If it coincides with a public holiday or weekend in the Republic of China (Taiwan), the notification will be made on the next working day. Payment for the Revenue will be completed within 30 working days after the notification.
    4. The Creator must provide a valid email address and PayPal account to ensure proper communication with PIXUP and payment by PIXUP. Once PIXUP transfers the Revenue to the PayPal account provided by the Creator, it shall be deemed that PIXUP has fulfilled its payment obligations under this agreement
    5. The Creator is obligated to maintain or update the legality, accuracy, and availability of their email and PayPal account on the PIXUP Website. PIXUP is not responsible for verifying the legality, accuracy, and availability of the Creator’s email and PayPal account.
    6. If the Creator’s PayPal account becomes inoperable, they must notify PIXUP within 30 days to provide a new account.
    7. If PIXUP is unable to transfer the Revenue via PayPal, PIXUP will contact the Creator via email. The Creator explicitly agrees that the unclaimed Revenue will be forfeited by PIXUP 90 days after the initial email notification of payment failure.
    8. The Creator must maintain their Products by setting prices and removing outdated or inappropriate items. In case of incapacity due to illness, death, or other reasons, the Creator or their authorized representative must notify PIXUP to remove the Products from the platform. Otherwise, the Products will remain available for display and sale on the PIXUP Website, and the Revenue will be handled in accordance with Article 3 of this Agreement.

Article 4. Provider's Representation and Warranty

    1. The Creator hereby declares and warrants that they have the ability to fulfill this Agreement and have obtained all necessary authorizations required for the performance of this Agreement.
    2. The Creator declares and warrants that signing this Agreement does not violate any laws (especially copyright laws), rights of third parties, obligations, or any Agreements with third parties, and that this Agreement does not infringe upon the rights of PIXUP or any third party. When PIXUP receives a claim of copyright infringement for any Product, PIXUP will notify the Creator via email. The Creator must respond to PIXUP or voluntarily remove the claimed Product within 5 days. If PIXUP does not receive a response from the Creator within the given timeframe, PIXUP reserves the right to remove the product.
    3. The Creator declares and warrants that they hold the rights to implement, grant, or transfer the copyrights of the product and that no third-party copyrights or other rights are infringed. The Creator agrees to retain these rights throughout the Sales Period. Any disputes regarding copyright or other rights concerning the product will be the sole responsibility of the Creator. PIXUP makes no guarantees and assumes no liability in this regard.
    4. PIXUP will, in good faith, maintain, display, and sell products on the PIXUP Website. The Creator should ensure they maintain good health or sustain proper operational status. Otherwise, without receiving notification from the Creator or their authorized representative, PIXUP will unconditionally and equally assume that all Creators are in good health or maintaining proper operational conditions. Furthermore, PIXUP will consider the email address and PayPal account provided by the Creator to be legitimate, accurate, and functional.

Article 5. Indemnification

If PIXUP suffers any losses due to reasons attributable to the Creator, the Creator shall compensate PIXUP for all related costs (including attorney fees, accountant fees, and any other expenses incurred in preparing legal documents), losses (including claims of third-party), damage of goodwill, and other damages.

If, due to reasons attributable to the Creator, a third party files claims or seeks damages against PIXUP, the Creator shall provide PIXUP with all relevant information and unconditionally cooperate with PIXUP in settlement procedures and legal proceedings. The Creator agrees to indemnify PIXUP for any damages, liabilities, or related costs (including litigation and attorney fees) resulting from such disputes.


Article 6. Termination and Compensation

    1. Both parties may terminate this Agreement at any time; however, the party requesting termination (the "Requesting Party") must notify the other party at least 10 days in advance. Termination of this Agreement does not affect the rights and obligations that arose prior to termination.
    2. In the event of the following breaches, the non-breaching party (the "Terminating Party") may terminate this Agreement in writing:
      1. The other party (the "Breaching Party") violates any provisions of this Agreement and fails to rectify the breach within 15 days of receiving written notice from the Terminating Party.
      2. The other party is subject to death, bankruptcy, reorganization, dissolution, liquidation, or similar circumstances.
    3. The other party is subject to death, bankruptcy, reorganization, dissolution, liquidation, or similar circumstances.
    4. If the Terminating Party suffers damages due to reasons attributable to the Breaching Party, the Breaching Party shall be liable for compensating the damages suffered by the Terminating Party, including litigation and attorney fees. To clarify, if the Creator is the Breaching Party and PIXUP is the non-breaching party, PIXUP may, in accordance with the provisions of Article 5 of this Agreement, require the Creator to bear compensation liability without affecting PIXUP's other rights under this Agreement.
    5. The above Requesting Party or Terminating Party has the obligation to remove all products of the Creator from the PIXUP Website. If PIXUP terminates the PIXUP Website for any reason, this Agreement will automatically terminate. However, PIXUP shall pay the Creator the Revenue through the payment methods stipulated in Article 3.

Article 7. Taxes and Other Related Fees

Taxes and other related fees arising from the rights and obligations of this Agreement shall be borne by both parties in accordance with the laws of their respective countries.


Article 8. Governing Law

The Agreement is governed by the laws of the Republic of China (Taiwan).


Article 9. Disputes and Jurisdiction

In the event of a dispute, both parties shall negotiate in good faith and sincerity. If the dispute cannot be resolved through negotiation, both parties agree that the Hsinchu District Court of Taiwan shall be the court of first instance.


Article 10. General provisions

    1. This Agreement and its attachments constitute integral parts of this Agreement and hold the same legal effect. They supersede all prior oral or written agreements between the parties. In the event of any inconsistency between the attachments and this Agreement, the provisions of this Agreement shall prevail.
    2. PIXUP reserves the right to modify the terms of this Agreement, including necessary costs, platform fees, and the calculation for the Revenue. The Creator is obligated to review the terms of this Agreement periodically. In this regard, PIXUP will notify Creators the new terms and their effective date via email, with the email's send date considered the date of delivery. If the Creator continues to use the PIXUP Website to sell products after the new terms take effect, it will be deemed that the Creator unconditionally agrees to and accepts all contents of the new terms and the agreement incorporating the new terms.
    3. The relationship between the both parties under this Agreement shall not be construed as an employment relationship, nor does it constitute a partnership, joint venture, or any other unauthorized agency relationship.
    4. The headings of the articles and sections in this Agreement are for ease of reading only and shall not be used to interpret, limit, or affect the meanings of the terms contained therein.
    5. Neither party may transfer the rights or obligations under this Agreement to any third party without the prior written consent of the other party.
    6. If any provision of this Agreement is deemed invalid under the law, the remaining provisions shall remain effective.
    7. This Agreement may be signed electronically, with the latest version held by PIXUP prevailing.
    8. This Agreement will take effect on December 15, 2024.
    9. PIXUP reserves the right to interpret the whole Agreement.