CarveDepot

CarveDepot Vendor Terms and Conditions

Modification of these Terms & Conditions

CarveDepot reserves the right to change the terms, conditions, and notices at any time, and such modifications shall be effective immediately upon posting of such changes. You are therefore responsible for regularly reviewing these Terms & Conditions and additional terms or notices posted on the CarveDepot.com website. Your continued use of this website shall be deemed your conclusive acceptance of the modified agreement, and the modified agreement shall apply to existing content uploaded to the website at the time of the modification.

Electronic Communications

When you visit CarveDepot.com or send email to us, you are communicating with us electronically, and thereby you are consenting to receive communications from us electronically or by other means available. We will communicate with you electronically or by telephone. It is further understood that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Vendor Content

Approved Vendor has created 2.5d, 3d computer models, and/or projects used for carving patterns of various types, styles shapes and sizes; and, wishes to license such computer models/projects to LHR so that LHR might make them available so that third parties might license them through CarveDepot.com and its accompanying CarveWright Software. LHR has agreed to license such computer models and make some or all of them available to third parties through its website(s) and CarveWright Software; 

  1. License
    1. Vendor hereby grants to LHR an irrevocable license during the term of this agreement for the sale and sublicensing of all its 2.5d, 3d computer model patterns, projects, and/or collections. These will be licensed for use with CarveDepot CNC Systems and accompanying CarveDepot Software, or any successor products or software. 
    2. All patterns and projects  that are submitted now or in the future into the LHR pattern submission portal and are available for licensing, sale and sub-licensing under this Agreement are identified in “Exhibit A” to this Agreement. 
    3. LHR will make such patterns and projects available for sale to third parties on its own website and through the CarveWright software. 
    4. Once LHR sells or sublicenses any such patterns and projects to a third party, Vendor agrees that such license shall be permanent and irrevocable in perpetuity as to that copy of the pattern or project. 
    5. Both parties shall mutually agree which patterns and projects it shall make for sale. Nothing in this Agreement shall obligate LHR to make any of the patterns and projects of Vendor available for sale or distribution. 
    6. The patterns and projects of Vendor under this Agreement shall be branded and distributed under the brand name of “CarveDepot.” Vendor shall be given appropriate creator and/or authorship credit.
    7. LHR reserves the right to run promotions and discounts on any pattern, projects, and/or collections without prior notice to the Vendor.
    8. NO MINIMUM COMMITMENT. Both LHR and Vendor understand and agree that the Agreement does not obligate LHR to purchase, sell or license any minimum number of patterns and projects. 
  2. Compensation 
    • Charges: CarveDepot charges a 15% commission fee on all revenue generated, plus payment processing fees  of: 2.9% + $0.50 per successful payment.
    • Deductions and Offsets: Before calculating the net proceeds that are to be divided between LHR and Vendor, the following deductions shall be made: 
      • any returns; 
      • any other mutually agreed expenses directly associated with the distribution of the patterns or projects. 
  3. Vendor Warranties
    • Vendor warrants that the pattern, project, or collection being offered for licensing to LHR are the sole property of Vendor and Vendor represents and warrants that he/she has the right, power and authority to enter into and perform this Agreement, that he/she owns or controls all the rights, licenses and privileges granted to LHR under this Agreement that no other consents, licenses or payments are required, and that Vendor has the right, without any limitations or restrictions whatsoever, to grant the License and rights contained in this Agreement. Vendor additionally represents and warrants that the patterns and collections (including any material contained therein and any advertising and promotional material provided hereunder) do not infringe upon any trademark, copyright or any other rights of any third party. 
    • The execution and delivery of the Agreement and the performance of Vendor’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of Vendor. 
  4. Indemnity
    • Vendor shall indemnify, defend and hold harmless LHR, and its respective affiliates, parent companies, subsidiaries, officers, directors, employees and agents, from and against any and all losses, liabilities, claims, obligations, costs, and expenses (including without limitation reasonable attorneys’ fees) (collectively, “Claims”) actually incurred by LHR that arise in connection with any breach by Vendor of any of its representations, warranties, obligations, material agreements and undertakings set forth in this Agreement. 
  5. Accounting
    • Vendors will be paid through automatic disbursements using Stripe Payments on a monthly basis. 
  6. Pricing
    • The retail pricing for each pattern or project shall be set by the Vendor. Vendors may offer certain items for free by setting the price to $0.0. 
  7. General Terms
    • Entire Agreement
      1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements and representations between the parties with respect thereto. This Agreement may not be amended, modified or altered in any manner, unless such an amendment, modification, or alteration is in writing and is signed by duly authorized representatives of the parties. Upon execution by both parties, this Agreement shall be a binding contract. 
    • Announcements must be Approved
      1. Vendor and its officers, employees, agents and representatives will not make any announcements, issue any press releases or otherwise make public information regarding the terms of this agreement without first obtaining LHR’s prior written consent in each instance. 
    • Assignment
      1. No party is permitted to assign this Agreement with the prior written consent of the other party, which shall not be unreasonably withheld or delayed, except that either party may, without the consent of the other , assign this Agreement (i) to a controlled subsidiary or affiliate or that party or (ii) to a parent company or purchaser of all or substantially all of that party’s assets, provided however, that the assigning party causes its assignee to assume in writing all obligations, undertaking and agreements of the assigning party under this Agreement. The right and obligations of this Agreement shall bind and benefit any successors or assigns or the parties. 
    • No Agency or Employment
      1. Nothing contained herein shall be deemed or construed to make Vendor or LHR the agent of partner of the other in legal meaning; nor, create an agency, partnership, joint venture, or employer/employee relationship. 
    • Choice of Law and Jurisdiction
      1. Regardless of the places of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Texas applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions. The parties hereto agree that the state and federal courts sitting in Houston, Texas shall be the exclusive forum and situs for the resolution of any and all disputes, controversies or matters arising here from or related hereto. Vendor hereby consents to personal jurisdiction in and service of process by certified mail. 
    • Arbitration
      1. Both parties agree to submit any and all disputes and all disagreements or controversies arising with respect to this Agreement or Amended Agreements to arbitration. Any dispute arising out of or relating to this Agreement or Amended Agreements, including the breach, termination or validity thereof, remains unresolved for thirty (30) days after commencement of discussions, both parties will submit the dispute to arbitration. Both parties agree that the American Arbitration Association will be the authorized organization for dispute resolution , and any arbitration proceeding shall take place in Houston, Texas. Both parties agree that the final resolution of the American Arbitration Association will be final and binding. 
    • Notice
      1. Any notice which may be or is required to be given under this Agreement shall be in writing, and shall be deemed to have received: a) when delivered personally; b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or, c) one (1) day after deposit with a commercial overnight carrier with written verification of receipt. 
    • Taxes
      1. Vendor will complete a valid W-9 form from the IRS for tax reporting purposes which will be provided upon execution of this Agreement. If the Vendor fails to provide adequate information or complete the necessary forms, LHR will withhold 30% of any and all amounts due under this Agreement for tax purposes. 
    • Termination
      1. All provisions which by their nature extend beyond the termination or expiration of this Agreement shall remain in effect beyond any termination or expiration. 
    • Waiver
      1. Failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.