MONTAGE MARKETPLACE DISTRIBUTION AGREEMENT V1.0

Last updated November 7th, 2024.

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to Montage’s resale and distribution of your digital content through Montage’s proprietary online marketplace. By clicking to indicate your acceptance of this Agreement or otherwise providing content to Montage for resale through the marketplace, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not click to accept this Agreement or provide content to Montage for resale.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 12.

1. Market Mechanics

The Montage Marketplace operates according to the concept of Montage Packages, Merchant End User License Agreements, Merchant Software Products, and Claims. A Montage Package consists of the Content being distributed or sold, as well as metadata surrounding the Package which enables its discovery and use in the Marketplace. A Package may in general require an arbitrary number of granted “Claims” to use the Package. Specific Claims may also be required to permit specific usages of the Package or specify or qualify the degree to which an aspect of the Package can be used.

Your End User License Agreement or the EULA that you specify defines the terms and Digital Rights that you, the Merchant, grant to the customer upon acceptance and, optionally, purchase of a Software Product (if a software product purchase is required). You may define specific Claims which will be granted to the Customer upon purchase of a Software Product that you define. Your Package may then be written to request and validate the Claims granted to a user as a part of your license validation.

You as the Merchant define the Package and the Claim Requirements that are required for the Package’s Digital Rights to be exercised. You then define Software Products which, once purchased by a Customer, grants the Digital Rights to the Customer according to the terms specified in the EULA. Claims issued to the Customer after purchasing a Software Product are then transmitted to your Package for validation. Note that it is possible for multiple Software Products to provide overlapping Claims, allowing Claims to be bundled and sold separately in different product configurations.

You may configure your Package’s download and runtime requirements separately, to control who may download or run your Package and its Contents. Restriction of download for installation is primarily accomplished automatically by the Montage Services. Encrypted Claims are delivered to the point of use on a user’s machine; however subsequent decryption for runtime validation are your responsibility.

See the Montage documentation for more details. You represent that upon entering this Agreement you have a complete understanding of the Montage Marketplace architecture.

2. Grant of License to Your Content

You hereby grant to Montage a non-exclusive (except as provided in Section 3.f), worldwide, perpetual (except as provided in Section 7), non-transferable (except as provided in Section 11.d), non-sublicensable, and royalty-free license to copy, perform, display, distribute, transmit, modify and use the Content:
1. to create, display and use the Content for administrative and demonstration purposes in connection with the operation, promotion, and marketing of the Marketplace itself and in connection with the promotion, marketing, sales, and distribution of the Content via the Marketplace; and
2. to distribute and grant Digital Rights in the Content to Customers via the Marketplace.
For clarity, Montage shall be under no obligation to distribute the Content via the Marketplace or, once distribution has begun, to continue to distribute the Content via the Marketplace at any point during the term of this Agreement.
You agree that Montage may grant to Customers a non-exclusive, worldwide, and perpetual (except as specified differently in your EULA) license to download, use, copy, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, distribute, or transmit the Content for personal, promotional, and/or commercial purposes (“Digital Rights”). Both Parties expressly acknowledge that distribution of the Content to Customers via the Marketplace is not a sale of the Content but the grant of Digital Rights to Customers. Such Digital Rights shall be granted pursuant to the End User License Agreement (“EULA”) that you specify. The terms of the EULA that you specify cannot be in conflict with the Montage Terms Of Service.

3. Your Content

Except for the rights granted by you to Montage in Section 2 above and Section 3.f below, Montage expressly acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to any Content supplied by you, including any intellectual property rights which subsist in that Content. Within a commercially reasonable period of time after receipt of your written request, Montage will stop offering for sale Digital Rights to any or all of your Content through the Marketplace; however, Montage may continue to make such Content available for download to Customers who have already purchased Digital Rights to such Content.
You represent and warrant that you have all intellectual property rights necessary for you to grant Montage the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content. If third-party materials are included in the Content, you represent and warrant that you have the right to distribute the third-party material in the Content. You agree that you will not submit material to the Marketplace that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material to the Marketplace.
You represent and warrant that your Content does not contain: (i) any software, content, or other material licensed under a Prohibited License; or (ii) any software, content, or other material that is a modification or derivative of any software, content, or material licensed under a Prohibited License.
You expressly acknowledge and agree that Montage shall be entitled to forward your name, address, and other contact details to any third party that reasonably claims that you do not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content.
During the term of this Agreement, you authorize Montage to act as an authorized representative of you to enforce your rights against third parties that Montage knows or suspects are reproducing, distributing, selling, using, or otherwise exploiting unauthorized copies of Content, whether in violation of the EULA, your rights, or otherwise). The foregoing authorization is nonexclusive, and Montage shall be under no obligation to pursue enforcement of your rights in the Content. You will reasonably cooperate with and assist Montage in such enforcement activities. Such enforcement activities may include sending cease and desist notices to suspected infringers of your rights in the Content, issuing takedown notices to service providers pursuant to the Digital Millennium Copyright Act, and pursuing such other enforcement actions as Montage may deem appropriate. However, Montage will not file any lawsuit or other formal action against a suspected infringer in a court or with any other governmental authority on behalf of you without first consulting with and obtaining your approval. Unless otherwise agreed by the Parties, (i) you will have no obligation to reimburse Montage for its costs and expenses incurred in such enforcement activities, and (ii) if Montage recovers any royalties or other damages in connection with such enforcement action on behalf of you, Montage may retain twenty percent (20%) of such amounts, after recoupment of legal costs and expenses, in consideration of its enforcement efforts, and will remit the remainder to you.
During the term of this Agreement, Montage’s distribution of your Packages will be considered a primary sales channel value-add unless you reasonably demonstrate, and Montage accepts at Montage’s discretion, that the listing of your Package on the Montage Marketplace is not the primary sales and marketing driver for your Package, or that the Marketplace otherwise receives benefits from the listing of your Package on the Marketplace. If Montage accepts that the Montage Marketplace is not the primary sales channel for your package, Montage will accept either a secondary sales channel specification, or distribution only, again at Montage’s sole discretion.

Based on Montage’s characterization of your Package at Montage’s sole discretion, the following describes your requirements:

Primary Sales Channel (default): You grant Montage exclusive rights to resell the Digital Rights of the Package. During the term of this Agreement, you are not allowed to offer the Digital Rights to the Package outside of the Montage Marketplace, or post links to outside sales venues.

Secondary Sales Channel: You grant Montage the non-exclusive rights to resell the Digital Rights of the Package. During the term of this Agreement, you may list the Digital Rights of the Package for sale on the Marketplace, and offer the Digital Rights on outside sales venues, and distribute the Package outside the Montage Marketplace. Sales which occur on the Montage Marketplace will be subject to the normal 20% fee, whereas sales which occur on outside sales venues will not be subject to a fee.

Distribution Only: You grant Montage the right to distribute the Package on the Montage Marketplace but retain the right to sell the Digital Rights of your Package on outside sales venues or distribute the Package outside the Montage Marketplace. A fee will not be owed on sales of Digital Rights for Distribution Only Packages.

4. Use of Brand Features and Developer Materials

Each Party shall own all right, title, and interest, including without limitation all intellectual property rights, relating to its own Brand Features. Except to the limited extent expressly provided to Montage in this Agreement, neither Party grants, nor shall the other Party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other Party.
Subject to the terms and conditions of this Agreement, you grant to Montage a limited, non-exclusive license during the term of this Agreement to use and display your Brand Features and Developer Materials, submitted by you to Montage, including your Brand Features incorporated in your Content, for use solely in connection with the marketing and distribution of your Content and sales of Digital Rights through the Marketplace, or to otherwise fulfill its obligations or exercise its rights under this Agreement.
Nothing in this Agreement gives you a right to use any of Montage’s Brand Features.

5. Pricing and Payment

For Digital Rights that Montage agrees to sell to a Customer through the Marketplace as a Primary or Secondary Sales Channel as described in Section 3.f , you will sell to Montage, and Montage will purchase from you for resale to the Customer, such Digital Rights through the Marketplace. Notwithstanding the Base Price, as an independent reseller, you acknowledge that Montage may resell Digital Rights to Customers at any price in its discretion. You agree that Montage may resell the Digital Rights either to Customers directly or to any affiliate for purposes of such affiliate’s resale to Customers.
Montage will pay to you the Purchase Amount for Digital Rights sold by Montage to Customers, less any applicable withholding taxes. Montage will pay such amounts to you on a monthly basis (45 days after the end of the calendar month following transactions) by electronic funds transfer so long as the total amount due to you is at least $100.00. However, in no event shall Montage withhold any amounts for longer than one year. If Montage incurs any Automated Clearing House (ACH) or wire transfer fees, bank fees, or other charges to transfer to you the amounts payable to you, Montage reserves the right to deduct such charges from the amounts paid to you. Montage bears no responsibility for any wire transfer fees, bank fees, or other charges incurred by you. All amounts stated in this Agreement are in United States Dollars.
You are solely responsible for the payment of any taxes, levies, and VAT or the like that are due on any payments you receive from Montage regardless of which taxing jurisdiction has the authority to collect such taxes, levies, and VAT or the like.
Montage may, in connection with the sale of Digital Rights to Customers, and in its discretion, issue to Customers refunds, rebates, and credits. As described in Section 12, any refunds will be deducted from the calculation of the Purchase Amount. And for purposes of calculating the Purchase Amount, the amount of any such rebates and credits issued to consumers will be deducted from the Base Price used to calculate the Purchase Amount payable by Montage to you.
In order to facilitate payment, if you are a United States-based entity, you shall provide Montage with a Form W-9, bank account details, and/or such other documents and information as reasonably requested by Montage. Otherwise, you shall provide Montage with a Form W-8BEN, bank account details, and/or such other documents and information as reasonably requested by Montage.

6. Your Representations and Warranties

You represent and warrant that the Developer Materials are truthful, accurate, and do not misrepresent you or the Content, for example, by way of screen shots that do not match the Content or quality of the Content.
You are solely responsible for:
1. providing Customer support and maintenance with respect to your Content and any Customer complaints about your Content; and
2. providing to Customers, for Customer support purposes, accurate contact information in each Content detail page.
You represent and warrant that none of your Content, Brand Features, or Developer Materials:
1. violates, infringes, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person;
2. defames any person or violates their rights of publicity or privacy;
3. is in violation of any contract or terms of service that you have entered into with any third party;
4. is in violation of any applicable law or regulation;
5. contains any viruses, adware, spyware, or other malicious content;
6. interferes with, disrupts, damages or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Customers, Montage, Payment Processors or any network operator; or
7. otherwise fails to comply with Montage’s Marketplace Submission Guidelines or other standard Montage policies for the Marketplace.

7. Tax Liability and Responsibility

You acknowledge and agree that you are solely responsible for determining, collecting, and remitting all applicable sales taxes, use taxes, and other taxes, duties, or charges ("Taxes") imposed by any governmental authority in connection with the sale of your goods or services through the marketplace. You agree to comply with all applicable tax laws and regulations in the jurisdiction(s) where you conduct business, including but not limited to the payment of any local, state, or federal Taxes.
Montage provides a marketplace for you to offer goods and services to end customers. While the marketplace platform may assist in calculating tax rates or facilitating the collection of taxes, the platform is not responsible for the accuracy, collection, or remittance of taxes. The platform is not a tax advisor, and any tax-related information or tools provided are for convenience only. You shall bear full responsibility for ensuring that all taxes are properly calculated, collected, and remitted to the appropriate tax authorities.
You agree to indemnify, defend, and hold harmless Montage, its affiliates, officers, employees, and agents from and against any claims, demands, actions, suits, penalties, or liabilities, including but not limited to taxes, arising from or related to the your failure to comply with any tax laws, regulations, or payment obligations related to the sale of goods or services through the marketplace.
Montage shall not be liable for any unpaid taxes, penalties, fines, or interest related to the Merchant's sales, whether resulting from the Merchant's failure to collect or remit such taxes or from an incorrect tax calculation, and the Merchant agrees to bear sole responsibility for such amounts.

8. Termination

This Agreement will continue to apply until terminated by either you or Montage as set out below.
You may terminate this Agreement upon 90 days prior written notice to Montage for any or no reason.
Montage may terminate this agreement at any time for any or no reason, including but not limited to the following reasons:
1. You breach any representation, warranty, or other term of this Agreement and such breach remains uncured for fifteen (15) days following notice of such breach from Montage;
2. You liquidate, dissolve, or discontinue your business for any reason;
3. You enter into bankruptcy, voluntarily or involuntarily;
4. Montage is required to do so by law; or
5. Montage decides to no longer provide the Marketplace.
  
  You shall immediately notify Montage in writing in the event that any of the events or circumstances specified in this subsection occur.
Following the termination of this Agreement for any reason, (i) such termination shall not affect the Digital Rights of Customers who have purchased the Digital Rights before such termination, and Digital Rights will continue after such termination in accordance with the terms of the EULA, (ii) Customers will have no obligation to remove your Content from Customers’ applications or equipment in agreement with the EULA, (iii) Montage may retain and use copies of Content and Developer Materials to enable Customers to download or re-download Content for which they purchased Digital Rights before termination of this Agreement.
To the extent permitted by law, the following Sections of this Agreement shall survive its expiration or termination for any reason: 3, 7-11.

9. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MONTAGE IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED USE OF YOUR CONTENTS OUTSIDE THE MARKETPLACE INCLUDING, WITHOUT LIMITATION, ANY SALE OR OTHER KIND OF DISTRIBUTION OF CONTENT ON PIRATE WEB SITES OR THE LIKE.
MONTAGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT MONTAGE HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR) THE CONTENT DISTRIBUTED THROUGH THE MARKETPLACE AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH MONTAGE OR ANY THIRD PARTY MAY SUFFER) OF SUCH DISTRIBUTION.
IN NO EVENT SHALL MONTAGE, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MONTAGE PARTIES”) BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY MONTAGE, THE MARKETPLACE, THE USE OF (OR INABILITY TO USE) THE MARKETPLACE, THE FUNCTIONALITY (OR LACK OF FUNCTIONALITY) OF THE MARKETPLACE, AND/OR ERRORS OR BUGS WITHIN THE MARKETPLACE, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE MONTAGE PARTIES’ LIABILITY ARISING UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, EXCEED AN AMOUNT EQUAL TO AMOUNT OF THE PURCHASE AMOUNT PAID TO YOU HEREUNDER IN THE TWELVE MONTH PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW. THE MONTAGE PARTIES SHALL BEAR NO RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO YOU OR TO ANY THIRD PARTIES WITH RESPECT TO THE QUALITY (OR LACK THEREOF), OPERATION (OR LACK THEREOF) AND/OR PERFORMANCE (OR LACK THEREOF) OF ALL AND/OR ANY PORTION OF THE MARKETPLACE.

11. Indemnification

To the maximum extent permitted by law, you shall defend, indemnify, and hold harmless the Montage Parties from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all reasonable related costs) arising out of or accruing from (i) the Content, Developer Materials or your Brand Features, (ii) your breach any representation, warranty or other term of this Agreement, (iii) your customer service and other interactions with Customers, (iv) any contract you have entered into with any third party, or (v) your violation of any applicable law or regulation.

12. Miscellaneous

Amendment. Montage may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log in to your Epic account, access the Marketplace, or upload additional Content. You are not required to accept the amended Agreement. However, in order to continue accessing your account or the Marketplace or to upload additional Content, you must accept the amended Agreement. By logging in to your account, using the Marketplace, or uploading additional Content, you hereby agree to be bound by the amended Agreement then most recently issued by Montage. If you do not accept the amended Agreement, you may not log in to your Account, access the Marketplace, or upload additional Content. If you are a legal entity, acceptance of an amended Agreement by any of your employees, contractors, representatives or other users will be binding on you.
Class action waiver. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Marketplace, the Content or this Agreement. You also agree not to seek to combine any action or arbitration related to the Marketplace, the Content or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
Notices. Where this Agreement calls for notice from Montage, including written notice, Montage may provide notice to you at the email address that you provided when you registered to create an account with Montage or distribute content through the Marketplace (or any updated email address you subsequently provide). Montage’s notices to you will be effective when they are set to that email address.
Assignment. You shall not assign this Agreement or any of its rights hereunder, nor delegate or otherwise transfer any of its obligations hereunder, to any third party without the prior written consent of Montage. Any attempted or purported assignment, delegation or other such transfer, directly or indirectly, without the required consent of Montage shall be void. Subject to the foregoing, this Agreement shall inure to the benefit of the Parties and their respective successors and permitted assigns. Montage shall have the right to assign any and all of its rights and obligations hereunder.
Independent Contractors. The relationship between you and Montage, respectively, is that of licensor and licensee. Both Parties are independent contractors and (except with respect to your authorization in Section 3.e) are not the legal representative, agent, joint venturer, partner, or employee of the other Party for any purpose whatsoever. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oklahoma, excluding that body of law related to choice of laws. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute arising hereunder shall be brought in the state and federal courts serving Tulsa County. Each of the Parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action and agrees that any service of process may be effected by delivery of the summons in the manner provided in the delivery of notices set forth in Section 11.c above.
Section Headings. The section headings used in this Agreement are intended primarily for reference and shall not by themselves determine the construction or interpretation of this Agreement or any portion hereof.
Entire Agreement. This Agreement constitutes the entire agreement between Montage and you and supersedes all prior or contemporaneous agreements, proposals, understandings, and communications between Montage and you, whether oral or written, with respect to the subject matter hereof. For clarity, this Agreement does not amend or supersede Montage’s Terms of Use or other agreements you may enter into with Montage in connection with the Marketplace.
Waiver. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver by either Party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance.
Rights in certain jurisdictions. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.
Severability. In the event that any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision (or portion thereof) shall be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.
Remedies. Unless expressly set forth to the contrary, either Party’s election of any remedies provided for in this Agreement shall not be exclusive of any other remedies, and all such remedies shall be deemed to be cumulative. Breaches of certain sections of this Agreement would cause significant and irreparable harm to Montage, the extent of which would be difficult to ascertain. Accordingly, in addition to any other remedies including without limitation equitable relief to which Montage may be entitled, in the event of a breach by you or any of your employees or contractors of any such sections of this Agreement, Montage shall be entitled to the immediate issuance without bond of ex parte injunctive relief or, if a bond is required under applicable law, on the posting of a bond in an amount not to exceed $50,000, enjoining any breach or threatened breach of any or all of such provisions.
Translations. The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
No third party beneficiaries. You agree that there are no third party beneficiaries to this Agreement and that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Montage obligations subject to law. Montage’s obligations are subject to existing laws and legal process, and Montage may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

13. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“Agreement” means this Montage Marketplace Distribution Agreement.

“Base Price” means, with respect to Digital Rights, an amount used to calculate the Purchase Amount applicable to such Digital Rights. The Base Price for Digital Rights is determined by you in your discretion.

“Brand Feature” means any trade name, trademark, service mark, logo, domain name, or other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.

“Content” means content uploaded to the Marketplace through your Montage account or otherwise provided by you to Montage for placement on the Marketplace, which content is approved by Montage.

“Customer” means any natural person, company, or other legal entity that will acquire licenses to Content via the Marketplace.

“Developer Materials” means text, screenshots, videos and other content and information provided by you to Montage and relating to you and/or your Content.

“Digital Rights” has the meaning set forth in Section 2.b.

“Montage” means Montage Software, LLC.

“Marketplace” means an online marketplace owned and operated by Montage which permits the distribution of Content to Customers by Montage.

“Party” or “Parties” means Montage and/or you.

“Payment Processor” means any party authorized by Montage to provide payment processing services for payments from Customers to Montage or payments made from Montage to you for Content distributed via the Marketplace.

“Prohibited License” means any license to software, content, or other materials with terms that are in conflict with the Montage Terms Of Service.

“Purchase Amount” means, with respect to Digital Rights sold by Montage to a Customer, and for which Montage has received payment that is not refunded to the Customer, eighty percent (80%) of the Base Price established by you for such Digital Rights.

“You” or “your,” whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising or granting rights under this Agreement through you. For legal entities, “you” and “your” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.