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Non-Exclusive Listing Agreement
(Version 3.0 - 2024.03.07)

This PIXUP Non-Exclusive Listing Agreement (this “Agreement”) is entered into on (the "Effective Date") by and among: A. Each Creator of the Website(the “Provider”); and B. PIXUP 3D INC. (the “PIXUP”).


RECITALS

WHEREAS, PIXUP, an online platform for displaying and selling design drawings (the “PIXUP Platform”), is developed and operated by PIXUP. WHEREAS, the Provider intends to display and sell on the PIXUP platform, the 3D printable files, of which he/she created and owns the copyrights.


AGREEMENT

Article 1. The object and scope of the listing

  1. The Provider agrees to grant the licences of the 3D printable products, which he/she created and owns the copyright, to PIXUP for the non-exclusive exhibition on the PIXUP Platform. During the Listing Period (defined as below), the 3D printable products may be provided by the Provider at any time and may be provided in any file format including STL, OBJ, CTB, or any other formats, hereinafter referred to as a “Listed Object”. Furthermore, the Provider may grant the licences of Listed Objects to a third party on the PIXUP Platform through outright sales. The consideration for the sale by the third party to the Provider (the “Sale Consideration”) will be accepted by PIXUP on the Provider’s behalf.
  2. For avoidance of doubt, if the 3D printable products provided by the Provider to PIXUP is made with a file format different from that provided by PIXUP to a third party, the latter should still be regarded as the Listed Object.
  3. Both parties hereto understand and agree that PIXUP may use the Listed Object in the form of video, audio, and/or text to promote marketing activities (“Marketing Promotion”). The Provider shall offer assistance for PIXUP’s Marketing Promotion according to the needs and instructions of PIXUP.
  4. Both parties hereto understand and agree that if some of the Listed Objects are no longer displayed and sold on the PIXUP Platform in accordance with this Agreement due to violation of laws and regulations, infringement of others’ rights, or any other reasons, other Listed Objects shall not be affected in any way.

Article 2. Listing period

The listing period (“Listing Period”) is started from the Creator listing the Listed Object and terminated upon the Creator or PIXUP removing the Listed Object from the PIXUP Platform.


Article 3. Sales revenue, and payment method

  1. For each sale made by the Provider, PIXUP shall pay him/her the sales revenue after deducting the Necessary Cost as defined below from the Sales Considerations (“Sales Revenue”).
  2. The necessary cost of each sale made by the Provider (“Necessary Cost”) refers to the manpower, management, marketing, transaction fee, etc. Both parties hereto agree that the Necessary Cost of each sale is equivalent to USD 0.69 plus 8.99% of the Sale Consideration.
  3. Both parties hereto agree that the Sales Revenue will only be remitted to the Provider through the third-party payment platform – PayPal. If the Provider needs to receive payment by other means, he/she shall obtain the consent of PIXUP and bear the costs and expenses incurred therefor.
  4. When the amount of payable Sales Revenue reaches USD 150 or more, PIXUP should send the information regarding Sales Revenue to the Provider by email within the first five days of the next month (or on the next business day if those days are holidays) and make payment within 30 business days in accordance with the payment method stipulated in this Agreement.
  5. The Provider is obligated to provide an effective email address and an effective PayPal account for PIXUP to contact and make payments. Once the Sales Revenue from PIXUP has been remitted to that PayPal account, it is deemed that PIXUP has fulfilled its payment obligation under this Agreement.
  6. The Provider is obligated to verify and update the legality, accuracy, and usability of the email address and PayPal account he/she had provided, to ensure that PIXUP can contact him/her or make payments. PIXUP is not obligated to verify the legality and accuracy of the email address and PayPal account, nor is it obligated to maintain the usability of the email address and PayPal account.
  7. When the Provider’s PayPal account is not functional, he/she shall notify PIXUP within 30 days to either replace it with a new PayPal account.
  8. If PIXUP finds that the remittance of the Sales Revenue fails, PIXUP will contact the Provider through the email address provided by Provider, and Provider shall be obligated to modify his or her PayPal account to an available one. Otherwise, Provider agrees to give up the ownership of the Sales Revenue and agrees to transfer the Sales Revenue to PIXUP, so that PIXUP has the discretion to use such Sales Revenue after 90 days from the first email sent by PIXUP to notify the remittance of Sales Revenue has failed.
  9. Provider is obligated to independently maintain the Listed Objects on the PIXUP platform, including pricing and removing the Listed Objects from sale. If Provider is unable to continue maintaining their Listed Objects due to reasons such as illness, death, bankruptcy, or restructuring, he/she must notify PIXUP to remove the products from the PIXUP platform. Otherwise, the Listed Objects will be still list on the PIXUP platform, and Sales Revenue generated in accordance shall abide by the Article 3.7 and Article 3.8.

Article 4. Provider's Representation and Warranty

  1. The Provider represents and warrants that he/she can execute and perform this Agreement, and has obtained all the authorization, consent, and all necessary approvals required for executing and performing this Agreement.
  2. The Provider represents and warrants that the execution and performance of this Agreement have not violated any laws (including but not limited to copyright laws), authorizations, agreements, or any other contract with a third party or any covenants or restrictions that should be followed; nor does it infringe the rights of PIXUP or any third party.
  3. The Provider represents and warrants that he/she has the right to assign and/or grant the copyrights of the Listed Object and that there is no infringement of the rights or copyrights of others, a status the Provider further covenants to maintain during the Listing Period. If there is any dispute about the Listed Object, the Provider shall be responsible for all liabilities and PIXUP shall not have any liability.
  4. PIXUP will uphold the principle of integrity for the Provider to sell the Listed Objects on the PIXUP platform. The Provider shall maintain good personal health and company operations. Until notified otherwise by the Provider, PIXUP will indiscriminately and without bias assume that each Provider maintains good health and operational status, and that the provided email and PayPal account are both in legal and usable conditions.

Article 5. Indemnity

If PIXUP suffers damage due to reasons attributable to the Provider, the Provider shall indemnify PIXUP for any expenses incurred thereby (including any attorney fees, accountant fees, and any other expenses related to preparing legal documents), losses (including the claims of a third party), damage to business reputation, fees, and other damage. If any third party claims damages against PIXUP due to reasons attributable to the Provider, PIXUP may notify the Provider and the Provider shall provide all relevant information and cooperate with PIXUP unconditionally in settlement processes and court proceedings. The Provider agrees to indemnify the PIXUP for the damages, liabilities, and related expenses caused by the dispute listed above (including litigation costs and attorney fees).


Article 6. Termination; Claim for Damages

  1. The parties may at any time terminate this Agreement by giving the other party a ten days prior written notice, provided that the rights granted and liabilities incurred before the termination shall not be affected.
  2. Other events of termination:
    1. The non-breaching party (the “Terminating Party”) may terminate this Agreement in writing, if:
      1. the other party (the “Breaching Party”) has breached any terms or conditions of this Agreement and fails to remedy such breach within 15 days following written notification by the Terminating Party; or
      2. the other party is under death, bankruptcy, reorganization, dissolution, liquidation, or similar circumstances.
  3. If the Breaching Party causes damage to the non-breaching party (the “Non-Breaching Party”), the Breaching Party shall be liable for damages to the Non-Breaching Party (including litigation and attorney fees). To clarify, if the Provider is the Breaching Party and PIXUP, as the Non-Breaching Party, may claim indemnification against the Provider in accordance with Article 5 of this Agreement, such indemnification shall not affect PIXUP’s right to claim damages under this clause.
  4. The Terminating Party or the party initiating termination is obligated to removing all the Creator’s Listing Objects from the PIXUP platform.

Article 7. Taxes and fees

The taxes and fees arising from the execution and performance of this Agreement shall be borne by both Parties according to laws and regulations.


Article 8. Applicable law

This Agreement shall be governed by the laws of Taiwan, the Republic of China.


Article 9. Dispute settlement and Jurisdiction

  1. Disputes arising from this Agreement shall be discussed in good faith by both parties.
  2. If the parties fail to resolve the dispute arising from this Agreement through settlement, both parties agree that Taiwan Hsinchu District Court shall have jurisdiction over all disputes.

Article 10. General provisions

  1. This Agreement, along with its Exhibit, represents the complete agreement and supersedes all previous agreements, oral or written, between the parties, on the matters stipulated in this Agreement.
  2. PIXUP has the right to modify the terms of this Agreement, including Necessary Cost, platform fees, and the method of calculating product earnings. Provider is obligated to periodically review the terms of this Agreement. In this regard, PIXUP will notify Provider of the modified terms of this Agreement and their Effective Date via the email provided by Provider, with the day of sending the email considered as the date of delivery. When the modified term of this Agreement becomes effective, if Provider continues to use the PIXUP platform to sell products, it will be deemed that Provider has agreed and accepted the terms and conditions of the new Agreement.
  3. This Agreement does not form a relationship of principal and agent between the parties, nor does it form a relationship of contraction, strategic cooperation, partnership, or joint venture.
  4. Titles, articles, and headings of this Agreement are for reference and convenience only, and do not control the meaning and interpretation of this Agreement.
  5. Neither party may assign the rights or obligations of this Agreement to any third party without the written consent of both parties.
  6. If any part of this Agreement is void due to violation of laws or other reasons, the legality and enforceability of the remaining part shall not be affected thereby.
  7. Exhibits (if any) of this Agreement are integral parts of this Agreement and shall have the same legality and enforceability as the Agreement; however, this Agreement shall prevail in the event that the exhibits are inconsistent with this Agreement.
  8. This Agreement may be executed in one or more counterparts and may be delivered electronically by PDF, all of which shall be considered one and the same agreement and each of which shall be deemed an original for the purposes of the effectiveness of this Agreement.
  9. This Agreement will come into effect on March 07, 2024.