Vendor Agreement

Last Updated: November 11, 2024

This Merchandising Agreement (this “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Ten Twenty-Three, LLC ("Ten Twenty 3D") concerning your rights as a vendor and the use of your designs.

In this Agreement, you (the "Licensor") are granting the right to use licensed property, and Ten Twenty 3D is receiving the right to use the licensed property.

You agree that by registering your designs with Ten Twenty 3D, you have read, understood, and agreed to be bound by all of these Legal Terms.

Grant of License

The Licensor owns 3D designs (”Licensed Property”). In accordance with this Agreement, the Licensor grants Ten Twenty 3D a non-exclusive license to utilize the Property solely and only in connection with the manufacturing, advertising, distribution, and sale of associated 3D printed models (”Products”).

The Licensor retains title and ownership of the Licensed Property. Ten Twenty 3D agrees that it will not utilize the Property in any manner not specifically authorized by this Agreement.

Payment

Ten Twenty 3D will pay the Licensor a royalty percentage which shall be calculated as follows:

12% of net revenue of non-exclusive products sold
15% of net revenue of exclusive products sold

The royalty percentage shall be paid monthly.

Records

Ten Twenty 3D shall keep accurate records regarding the quantities of the 3D printed models that are sold. The Licensor shall have the right to inspect such records from time to time after providing reasonable notice of such intent to Ten Twenty 3D.

Modifications

Unless the prior written approval of the Licensor is obtained, Ten Twenty 3D may not modify or change the 3D designs in any manner, except as needed in order to print.

Allowed modifications for the purpose of printing may include, but are not limited to:

Adding supports
Adding drain holes
Thickening walls
Modifying infill
Splitting a design into multiple pieces

Protection of Rights and Interests

The Licensor and Ten Twenty 3D agree that Ten Twenty 3D’s utilization of the Property upon or in connection with the manufacturing, distribution and sale of the Licensed Products is conditioned upon the Licensor’s protection of its rights and obtaining the goodwill resulting from such use. Ten Twenty 3D agrees to protect the Licensor’s rights and goodwill as set forth herein below and elsewhere in this Agreement.

Goodwill and Protection

Ten Twenty 3D acknowledges that all rights in any additional material, new versions, or other changes in the Property which may be created by or for Ten Twenty 3D, shall be and will remain the exclusive property of the Licensor and the same shall be and will remain a part of the Property under the terms and conditions of this Agreement.

Ten Twenty 3D shall assist the Licensor and/or the Licensor’s authorized agents to all reasonable extent requested by the Licensor in obtaining and maintaining in the Licensor’s name any and all available protection of the Licensor’s rights in and to the Property; specifically, Ten Twenty 3D agrees to sign documents, give testimony, provide exhibits, provide facts and otherwise cooperate with the Licensor and its agents in obtaining registrations, assignments, certificated and the like evidencing the Licensor’s rights in the Property.

The Licensor may, if it so desires, and in its reasonable discretion, commence or prosecute any claims or suits against infringement of its right in the Property and may, if it so desires, join Ten Twenty 3D as party in such suit. Ten Twenty 3D shall notify the Licensor in writing of any activities which Ten Twenty 3D believes to be infringements or utilization by others of the Property or articles of the same general class as the Licensed Products, or otherwise. The Licensor shall have the sole right to determine whether or not any action shall be undertaken as a result of such activity and shall have sole discretion in the accommodation or settlement of any controversies relating thereto.

Defaults

If Ten Twenty 3D fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, the Licensor shall have the option to cancel this Agreement by providing 30 days written notice to Ten Twenty 3D. Ten Twenty 3D shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

The occurrence of any of the following shall constitute a material default under this Contract:

The failure to make a required payment when due
The insolvency or bankruptcy of either party
The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency
The failure to make available or deliver the Services in the time and manner provided in this Contract

Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (”Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infections disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

Arbitration

All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.

Warranties

The Licensor warrants, represents and agrees that it has ownership rights and authority in and has the right to grant licenses and rights to utilize the Property granted to Ten Twenty 3D in this Agreement.

Ten Twenty 3D warrants, represents and agrees as follows:

It will not dispute the title of the Licensor in and to the Property or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder.
It will not harm, misuse or bring into dispute the Property or any part thereof;
It will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement;
It will not incur any costs chargeable to the Licensor;
It will not enter into any sublicense or agency agreement for the sale or distribution of the Licensed Products;
It will not enter into any agreement relating to the Property for commercial tie-ups or promotions, or otherwise with any person or entity engaged, in whole or in part, in the production of motion pictures or television without the prior written consent of the Licensor. Ten Twenty 3D’s advertising on television or social media is not subject to the provisions of this subclause;
It will manufacture, sell and distribute Licensed Products of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such articles will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws; and that the policy of sale, distribution and or exploitation by Ten Twenty 3D shall be of high standard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of the Licensor, or the Property;
It will diligently and continuously solicit sales of the Licensed Products and actively offer the Licensed Products for sale, and make distribution in order to meet orders for the articles covered by this Agreement;
It will sell and distribute the articles covered by this Agreement outright at a competitive price and not for more than the price generally and customarily charged the trade by Ten Twenty 3D, and only to the public by direct mail order sales, to jobbers, wholesalers and distributors for. If any sale is made at a special price to any of Ten Twenty 3D’s parents, affiliates or subsidiaries or to any other person, firm or corporation related in any manner to Ten Twenty 3D or its officers, directors or major stockholders, a Percentage Compensation shall be paid on such sale based upon the price generally charged the trade by Ten Twenty 3D. Notwithstanding anything to the contrary contained herein, Licensed Products may only be sold through required distribution channels for ultimate use by the consumer and may not be sold in quantity or otherwise for any distribution method or device not contemplated by this Agreement.
It will coordinate the release, promotion, and distribution and sales activities for the Licensed Products with the release of the Property in such manner as the Licensor shall request.

Transfer of Rights

This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

Termination

This Agreement may be terminated by either party by providing 30 days written notice to the other party.

Upon termination of this Agreement, Ten Twenty 3D shall have the right, pursuant to the provisions hereof, to dispose of all Licensed Products, theretofore manufactured at the time of the expiration of the License granted hereunder, for a period of 90 days after the date of such expiration subject to the condition that Ten Twenty 3D pays the Licensor all compensation accrued to such time and delivers to the Licensor a report to such time. Notwithstanding anything to the contrary contained herein, Ten Twenty 3D shall not sell or dispose of any Licensed Products if this Agreement was terminated for any material default or breach of this Agreement.

Confidentiality

Ten Twenty 3D and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Ten Twenty 3D, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Licensor and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waiver of Contractual Right

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Headings

The headings used in connection with the clauses and sub-clauses of this Agreement are inserted only for the purpose of reference. Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, nor shall such headings otherwise be given any legal effect.

Applicable Law

This Agreement shall be governed by the laws of the State of California.