Royalty-Based Commercial License
Royalty-Based Commercial License Subscription Agreement
Effective Date: [Date of Purchase]
This Royalty-Based Commercial License Subscription Agreement ("Agreement") is a legally binding contract between you (the "Licensee") and TELE TUNES (the "Licensor"). This Agreement governs the rights and restrictions for the use of digital 3D model files ("Files") purchased under this specific royalty-based commercial license.
By completing the purchase, you are confirming that you have read, understood, and agree to be bound by all terms and conditions contained herein.
1. Grant of Limited Commercial License
Subject to the terms of this Agreement and the timely payment of all fees, the Licensor grants the Licensee a non-exclusive, non-transferable, and non-sublicensable license to download the Files and use them to produce and sell physical objects ("Prints"). This license is strictly limited to sales conducted in-person at physical locations (e.g., markets, craft fairs, conventions).
2. License Fees and Term
2.1. Fixed Monthly Subscription Fee. The Licensee shall pay a recurring, non-refundable subscription fee of [Enter Fixed Monthly Amount, e.g., €20 EUR] each month to maintain this license. This fee is due on the same day each month, starting from the original date of purchase.
2.2. Monthly Royalty Fee. In addition to the subscription fee, the Licensee shall pay a monthly royalty fee equal to five percent (5%) of the Gross Revenue generated from the sale of Prints. "Gross Revenue" is defined as the total amount of money received from the sale of Prints, before the deduction of any costs, expenses, taxes, or returns.
3. Reporting, Payment, and Auditing
3.1. Monthly Reporting. Within ten (10) days following the end of each calendar month, the Licensee must submit an accurate written report to the Licensor. This report must detail, at a minimum: (a) the total number of Prints sold during that month, and (b) the total Gross Revenue generated from those sales.
3.2. Royalty Payment. The full royalty payment for a given month is due at the same time as the monthly report (within ten (10) days of the month's end).
3.3. Record Keeping. The Licensee must keep and maintain accurate and complete records of all transactions involving the sale of Prints for a period of at least three (3) years.
3.4. Right to Audit. The Licensor reserves the right, upon reasonable notice, to audit the Licensee's financial records to verify the accuracy of the royalty payments. If an audit reveals an underpayment of more than five percent (5%), the Licensee shall be responsible for paying the full cost of the audit in addition to the outstanding royalty amount.
4. Key Restrictions
4.1. Absolute Prohibition of Online Sales. The Licensee is expressly forbidden from selling, listing, or advertising the Prints on any online platform, digital marketplace, or personal e-commerce website.
4.2. No Digital File Distribution. The Licensee shall not share, sell, sublicense, or otherwise distribute the digital Files.
4.3. No Modification or Derivative Works. The Licensee shall not modify, alter, or create derivative works from the Files.
5. Effect of Termination or Non-Compliance
Failure to make timely payment of any subscription or royalty fees, or failure to submit accurate monthly reports, shall be considered a material breach of this Agreement. The Licensor has the right to immediately terminate this Agreement upon such a breach. Upon termination, all rights granted to the Licensee are revoked, and the Licensee must immediately cease all production and sale of Prints, including any existing stock.
6. Intellectual Property Rights
All intellectual property rights in and to the Files remain the sole and exclusive property of TELE TUNES. This Agreement is a license for use and does not transfer any ownership.
7. Disclaimers and Indemnification
The Licensee, as the manufacturer and seller, assumes all responsibility for the final product's quality, safety, functionality, and compliance with local regulations. The Licensee agrees to indemnify and hold harmless TELE TUNES from any claims arising from the Licensee's production, marketing, or sale of the Prints.
8. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Finland. Any disputes shall be subject to the exclusive jurisdiction of the Finnish courts.