These Marketplace Terms (these "Marketplace Terms") describe the terms under which users ("Users") may license certain Products (defined below) through INKARNATE's Platform (the "Marketplace"). These Marketplace Terms form a part of, and are hereby incorporated into, and made subject to INKARNATE's Terms of Use, available at https://inkarnate.com/terms ("Terms of Use"). For purposes of these Marketplace Terms, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Terms of Use.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING "I ACCEPT" (OR OTHER SIMILAR WORDS OF ACCEPTANCE) OR BY OTHERWISE ACCESSING OR USING THE MARKETPLACE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE MARKETPLACE, YOU AGREE TO BE LEGALLY BOUND BY THESE MARKETPLACE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE MARKETPLACE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE MARKETPLACE.

Use of Marketplace; Approval

Through the Marketplace, certain Users may be able to create and make available User Content (such users, "Publishers", such User Content, "Products") for other Users to purchase a license (such users, "Customers"). INKARNATE may inspect any Product to verify that it conforms in all respects to the Terms of Use, including these Marketplace Terms, prior to making any Products publicly available to license on the Marketplace. If INKARNATE determines in its sole discretion that Products do not meet the requirements in the Terms of Use, including these Marketplace Terms, then INKARNATE may remove or not publish such Products on the Marketplace. A user's permission to access the Marketplace as a Customer or Publisher is in INKARNATE's sole discretion. Certain features of the Marketplace may require a User to have a currently valid Subscription. Additionally, all use of the Marketplace will be subject to INKARNATE's applicable policies and rules.

Products

Publishers may make available different types of Products on the Marketplace. Products may include: (a) Assets; and (b) one or more Scenes and related image exports ("Scene Products"). Not all Products licensed through the Marketplace will be made available on the same terms. When placed on the Marketplace, all Products will be publicly available for other users of the Marketplace to view.

Licenses

1. Products (General Use). Customer will use Products in accordance with these Marketplace Terms as well as any additional policies or restrictions made available by INKARNATE. Upon the purchase of a Product, Publisher hereby grants each Customer a limited, personal, worldwide, non-exclusive, royalty-free, non-transferable and non-sublicensable right and license to access and use Products paid for by Customer on a non-commercial basis in accordance with, and subject to, the Terms of Use, including these Marketplace Terms unless otherwise explicitly stated on the applicable Product page. Except as expressly set forth herein, Customers may only use Products in connection with the Customer's use of the Platform and not for any other purpose.
2. Products (Commercial Use). Publishers may offer their Products to be used for commercial purposes. Where commercial rights are offered, such rights apply only to created Scenes and Exports, and not to the underlying packs, or scenes of an Asset or Scene Product. Customers may not redistribute, extract, or resell any Products, whether in raw or modified form.
   1. Assets. If a Publisher makes an Asset available for commercial use, Customers may use Assets in Scenes for commercial contexts, but such right does not include the right for Customer to resell such Asset on a standalone basis.
   2. Scene Products. If a Publisher makes a Scene Product available for commercial use, Customers may use the downloaded Exports of the associated Scene in the Scene Product in a commercial context, but such right does not include the right for Customer to resell the Scene Product as a standalone product.
3. Accounts; Updates. Licenses to Products are linked to the Customer account associated with the purchase and may not be transferred to any other account. Purchases grant licensed access within the Platform, not ownership or a standalone downloadable copy of the Product. Publishers may update or replace Products after purchase, and such updates will automatically apply to your license. Older versions may be removed provided the Product's overall quality or functionality is not materially reduced.

No Support

INKARNATE is not responsible for and will not provide any support for Products sold on the Marketplace; provided that Customers and Publishers may reach out to INKARNATE to resolve customer service related issues.

Prices; Purchases; Refunds; Revenue Share

1. Prices; Purchases; Refunds. Publisher is responsible for determining prices for all Products that Publisher submits to the Marketplace. Publisher's pricing for Products will be subject to any pricing conditions or requirements provided by INKARNATE. Publisher agrees that sales of Products will be subject to INKARNATE's refund policy, available at https://inkarnate.com/refunds ("Refund Policy"). This Refund Policy may be updated from time to time. Customer will pay the amount owed for Products upon Customer's purchase of a license to Products, including all taxes associated with the purchase. Customer will submit all refund requests to INKARNATE directly. INKARNATE will handle all refund requests in accordance with the Refund Policy in effect at the time of the sale, which Customer agrees to and acknowledges.
2. Revenue Share. Subject to the terms of this Section 5.2, INKARNATE will, within thirty (30) days after any purchase of a license to a Product, pay Publisher a Revenue Share. For each purchase, INKARNATE will deduct 30% of the list price of such Product in the form of a fee payable to INKARNATE (the "Platform Fee") and remit the balance of amounts received for sale of such license in accordance with this Section. INKARNATE will transfer all payments to Publisher using the mechanism made available on the Platform, which may include receiving the Revenue Share via a third party. Publishers hereby authorize INKARNATE (or such third party) to transfer all applicable information to facilitate the transfer of funds for the Revenue Share. In order to receive the Revenue Share, Publishers may be required to make an account with a third party and agree to such third party's terms of use, privacy policy, or other terms. INKARNATE does not control any third party, and INKARNATE is not responsible for such services. If Publisher terminates their account on the Platform, then INKARNATE will issue a payment of any Revenue Share owed to Publisher as of the date of termination within thirty (30) days after the date of termination. For purposes of this Section: "Revenue Share" means the list price of a Product in the Marketplace, less the Platform Fee and any other actual and verifiable costs or fees tied to such Product, including (a) service, processing, and conversion fees associated with third-party payment processors, and any taxes; (b) any fraudulent charges; and (c) charges for Products not actually delivered or provided to Customer or that is refunded by INKARNATE. The above will not apply to Publisher, to the extent Publisher and INKARNATE have agreed to separate payment terms.
3. Setoff. Notwithstanding Section 5.2, INKARNATE may offset against any Revenue Share payments owed to Publisher, refunds or returns provided by INKARNATE, chargebacks, reversals, or similar rejections by a bank or credit card issuer for a Product.
4. Currency Conversion. INKARNATE will pay the Revenue Share in U.S. dollars. If Customer makes any payment for Products in a currency other than U.S. dollars, such payments will be converted to U.S. dollars at a reasonable rate for the purpose of calculating the Revenue Share.

Removal of Products on Marketplace

1. Removal by Publisher. Publisher may un-publish or delist any of its published Products from the Marketplace. If Publisher un-publishes Products, any licenses to Products granted prior to such Product being un-published will continue, subject to the Terms of Use, including these Marketplace Terms. If Publisher un-publishes Products, INKARNATE has no obligation to prevent Customers with an existing license to Products from continuing to use such Products.
2. Removal by INKARNATE. INKARNATE may block, filter, mute, remove or disable access to any Products published to the Marketplace without any liability to the Publisher or to any other users of the Marketplace at any time if INKARNATE reasonably believes that Products: (a) violates these Marketplace Terms; (b) may adversely affect INKARNATE or Customers or create any liability or risk for INKARNATE; or (c) is not meeting Marketplace standards. Publisher agrees to comply with INKARNATE's DMCA and Repeat Infringer Policy, available here, and will cooperate promptly with takedown or similar rights-enforcement requests. Failure to comply with such cooperation requests by INKARNATE may result in a Product delisting by INKARNATE or termination of Publisher's account.

Acknowledgements

1. Customer Acknowledgements. Each Customer acknowledges and agrees that: (a) Customer may not be able to access certain features of Products made available through the Marketplace (such as clones of purchased Scene Products) unless Customer has a currently active Subscription on the Platform; (b) if Customer no longer has a Subscription, then Customer may not be able to access such features even if previously paid for as part of the Product; (c) Customer may not submit Products or derivatives thereof as content to be sold or licensed on the Platform, including through the Marketplace, or on any other platform or service; and (d) in no event will Customer be permitted to exploit standalone Products from either INKARNATE or Publisher as part of a Commercial License.
2. Publisher Acknowledgements. Each Publisher acknowledges and agrees that: (a) pursuant to the license granted to INKARNATE under the Terms of Use, INKARNATE may distribute, publish, copy, and otherwise make Products available on the Marketplace; (b) Publisher is solely responsible for (i) Products, (ii) Publisher's relationships with Customer, and (iii) Publisher's acts or omissions relating to Products; (c) Publisher will not charge or seek to collect any fees from Customer for Products for permitted use of the licensed Products; (d) Publisher will not attempt to bind INKARNATE to any separate agreement with any Customer and has no authority to do so; and (e) INKARNATE may, in its sole discretion, choose to give a refund to Customer, and such amount will be deducted from Publisher's Revenue Share.
3. Enforcement. Inkarnate may suspend or terminate your Marketplace access if you engage in repeat infringement of intellectual property rights, fraud, or violate these Marketplace Terms or the Terms of Use.
4. Additional Products. On the Marketplace, we may permit Publishers to offer Scene Stamps that incorporate official Materials made available by INKARNATE or other Products purchased from a different Publisher on the Marketplace ("Scene Stamp Products"), in our sole discretion. If we permit Publishers to offer any Scene Stamp Product that contains any Asset that is not owned or controlled by Publisher, then any such Scene Stamp Product must: (a) be made available to Customers at no cost; (b) not consist primarily of a single underlying Asset or Scene Product or a trivial modification thereof; and (c) not be extracted or reused outside the Platform. For clarity, 'non-overlapping' or minimal-overlap Scene Stamp Product designed to substitute or recreate underlying assets are prohibited.

Representations and Warranties

1. General Representations and Warranties. By accessing and using the Marketplace, you represent and warrant that (a) you are, and will remain in compliance with these Marketplace Terms; and (b) you have the full power and authority to enter into these Marketplace Terms.
2. Publisher Representations and Warranties. Each Publisher represents and warrants to INKARNATE that:
   1. Products will comply with the Terms of Use, including these Marketplace Terms and any applicable laws;
   2. Publisher is the creator and owner of Products, or has the necessary licenses, rights, consents, and permissions to authorize INKARNATE and Customers to use and distribute Products as necessary to exercise the licenses granted by Publisher in these Marketplace Terms;
   3. Products, and the use of Products as permitted by these Marketplace Terms, does not and will not:
      1. infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right;
      2. slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or
      3. cause INKARNATE to violate any law or regulation or require INKARNATE to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;
   4. a reasonable person could not deem Products to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
   5. Products must be original to the Publisher or Platform-locked compositions created within Inkarnate; and
   6. Products may not be created (whether in whole or in part) with any use of generative artificial intelligence or machine learning algorithms, including images, textures, or other AI-generated outputs.
3. Disclaimer. UNLESS OTHERWISE EXPRESSLY SPECIFIED, ALL PRODUCTS AVAILABLE ON THE MARKETPLACE ARE PROVIDED BY INDEPENDENT THIRD-PARTY PUBLISHERS, AND INKARNATE DOES NOT GUARANTEE THEIR LEGALITY, ACCURACY, QUALITY, OR SAFETY. THE MARKETPLACE AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INKARNATE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INKARNATE DOES NOT WARRANT THAT THE MARKETPLACE OR ACCESS TO PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PRODUCTS WILL BE MAINTAINED WITHOUT LOSS. YOU UNDERSTAND AND AGREE THAT YOU USE THE MARKETPLACE AT YOUR OWN DISCRETION AND RISK, AND THAT INKARNATE IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE) OR ANY LOSS OF DATA, INCLUDING PRODUCTS.