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Seller Agreement

1. Preamble

The Scirra store is operated by Scirra Ltd. Your use of the Scirra store is governed by the terms set forth in this legal agreement (the “Agreement”). You are not permitted to make use of the Scirra store without accepting this Agreement. As a seller, this Agreement should be considered an extension of our terms and conditions and end user license agreement. This Agreement once accepted is a legally binding contract.

2. Definitions

“Scirra”

Scirra Ltd, company number 07626452 registered in England.

“Sellers”

Any entity or individual that has accepted this agreement and uploads content to the Scirra Store for sale.

“Customer”

An individual or entity that purchases Sellers Content.

“Content”

Content is any digital assets or collection of assets (including but not limited to: graphic files, audio files, code files, source files) that are uploaded to the Scirra Store by Sellers to be sold under the terms of this Agreement, or any other digital content in the Scirra Store.

“Scirra Store”

The Scirra Store website operated by Scirra where Sellers can upload their Content for distribution, and Customers can purchase this Content.

“GBP”

Pounds Sterling, currency of the United Kingdom.

“Redeem Code”

A digital code that corresponds to Content. This code is one use and permits the person or entity who has the code to gain access to the corresponding Content.

“Content Licenses”

Licenses Content are distributed under to Customers.

3. Pricing and Costs

3.1 Setting Price

Seller may set the price of their Content within the bounds of the minimum and maximum price the Scirra Store permits. Price can only be set in GBP.

3.2 Pricing in other Currencies

The pricing in other currencies offered by the Scirra Store to Customers is set by Scirra and automatically adjusts based on exchange rates. Scirra makes no guarantee as to the accuracy of pricing in other currencies. Prices in all currencies by be rounded upwards or downwards small amounts to reach better looking prices (for example ones that end in .99). Pricing of Content in other currencies can be fixed to a specific agreed amount pertaining special circumstances.

3.3 Commission

Seller will receive 70% of the sale after fees for the sale have been deducted, including but not limited to VAT, payment processor fees, refunds, chargebacks. The remaining 30% of the sale will be retained by Scirra as a fee for the sale.

If a sale consists of multiple items, where applicable fees will be split proportionately amongst all sellers. For example a customer purchases 2 items from Seller A at $25 each, and 1 item from Seller B at $25. If the payment processing fee is £0.90, Seller A’s share of this fee will be £0.60, and Seller B’s share of this fee will be £0.30. Fee shares are rounded up to the nearest penny (smallest unit of GBP).

All commission is added to Sellers balances in GBP. If a sale is received in a different currency, it is converted to GBP.

3.4 Exclusive Pricing

You are only permitted to set an exclusive price if you meet the following criteria:

  • You have not sold or distributed this asset previously anywhere else
  • You will not sell or distribute this asset elsewhere

And agree to the following conditions:

  • Once sold, you will cease to distribute and use this Content permanently for ever
  • You will not repackage or superficially modify the Content for resale or redistribution
  • Once sold, the Content will be permanently delisted from the Scirra Store.
  • When an exclusive price is set, the Content page will show an indication of how many sales the Content has received to date

You are only released from these conditions if the Content has not yet been sold at the exclusive price, and you remove the exclusive price from the Content.

3.5 Withdrawls

Scirra Store only permits cashout via Paypal at present. If you are unable to cashout to Paypal, you are still welcome to sell via the Scirra Store but Scirra will not be required to fulfil the cashout if Seller is not able to receive the payment with any of the provided cashout options. There is a minimum balance threshold required before a cashout request can be made. There is also a clearing period for sales. During this clearing period the amount received for these sales cannot be withdrawn.

Seller agrees to only cashout to Paypal accounts and other financial accounts they are the legal and registered owners of.

3.6 Income Reporting

Seller is solely responsible for reporting the income and payment of any taxes they receive from Scirra to the relevant tax authorities. Scirra does not provide advice or assistance in this area.

3.7 Account Fees

Any account fee charged (including but not limited to the amount payable to open a Seller account) are entirely non-refundable, regardless as to if you manage to have any Content listed in the store or not.

4. Seller Obligations

4.1 Support

Seller must provide an email address for support questions from Customers. Seller must respond to all reasonable support requests in a polite manner. Any emails asking for support for the Scirra Store in general may be forwarded to Scirra. Scirra will forward any Content support requests to the relevant Seller. Sellers support email address will be publicly displayed on their Content pages. This will be viewable to all visitors.

4.2 Accuracy of Information

Seller agrees to not provide incorrect or misleading information to Scirra. Seller will maintain and update out of date information in their Seller profile pages and settings as soon as possible. Seller agrees to not mislead, or misrepresent their Content in any way. Content must be presented in a truthful way.

4.3 Licensing

Seller warrants that all Content uploaded to the Scirra Store does not breach any third party copyrights. Seller has read, understood and agrees to all licenses the Content will be licensed under, and warrants that they have full legal permission to upload, distribute and sell this Content in the Scirra Store. Seller warrants that all Content uploaded to the Scirra Store does not contain any other license with terms that impose any restrictions, demands or responsibilities on to the Customer.

5. Restricted Content

Seller may not upload any Content to the Scirra Store that a) violates any third parties copyrights b) contains pornographic or other obscene imagery c) violates any applicable laws or is subject to injunction d) may create liabilities for Scirra e) contains content that is judged by Scirra as to be malicious or potentially damaging f) violates any aspect of this Agreement g) has an affect on or potential to have negative effect on Scirra’s reputation as judged by Scirra h) contains defective Content i) incomplete content j) content that is not ready for public release as judged by Scirra (for example is in an Alpha/Beta stage).

6. Promotions, Sales and Special Offers

When Content is uploaded to the Scirra Store, you have the option to control certain aspects of sales, promotions and special offers.

6.1 Scirra Promotional Giveaways

If you set this value, this grants Scirra permission to distribute up to that many Redeem Codes per year for that corresponding Content. You grant Scirra permission to distribute these codes in any way Scirra sees fit, including but not limited to public giveaways, competitions, rewards. Scirra is not required to provide details of how the Promotional Giveaways are utilised.

6.2 Sale Inclusion

If you specify that you would like your Content to be included in sales on the Scirra Store, you must specify the maximum sale discount you are willing to permit for this Content. You must also specify:

6.2a) Maximum Flash Sales

This is the maximum number of sales per year that you permit for this content that last between 1 and 72 hours long on the Scirra website.

6.2a) Maximum Extended Sales

This is the maximum number of sales per year that you permit for this content that last between 72 and 2 weeks long on the Scirra website.

A sale price is a price that is set within the parameters set in this Section. It should be considered a temporary new price for the item, and fees and commission are deducted from this temporary new price as outlined in Section 3.3. Scirra will set a sale price at it’s own discretion that does not exceed the maximum sale discount you have set for this Content.

6.3 Bundle Inclusion

If you set this value, you grant permission for Scirra to distribute your Content with any other Content at a discounted rate. You must also specify a maximum bundle discount which is the maximum discount you’re willing to offer on this item for inclusion in the bundle.

7. Marketing

At Scirra’s expense and sole discretion, Scirra may advertise, market and promote Content in the Scirra Store. Seller grants Scirra permission to use any supported images Seller has uploaded for Content for marketing, and grants Scirra permission to superficially modify these images (including but not limited to cropping, resizing).

8. Delisting

Scirra can permanently or temporarily remove any Content from the Scirra Store it wants to, at any time and for any reason. Scirra reserves the right to suspend and/or permanently revoke access to the Scirra Store at its sole discretion.

If Scirra determines that any Content is in violation of third parties copyrights or otherwise contains any Restricted Content, the Sellers balance will be used to refund all Customers. If the Sellers balance is not sufficient to process all the refunds, Seller must pay Scirra the total amount due to process all refunds.

Seller will only be responsible for paying back in full their revenue share from the original sale, Scirra will repay commission earnt on the original sale.

9. License Grant

9.1 License Grant

Excluding any payments in this Agreement, Seller grants Scirra a nonexclusive, worldwide and royalty free license to distribute uploaded Content in the Scirra Store under the Scirra’s Content Licenses.

9.2 EULA

All Content distributed will be distributed under the Scirra Store End User License Agreement. Seller agrees that the EULA for the Content is solely an agreement between the Seller and the Customer.

10. Termination

This Agreement will remain indefinitely once accepted until the Seller or Scirra terminate the Agreement as set out below.

9.1 Seller Termination

Seller may terminate this Agreement by delisting all Content from the Scirra Store and ceasing to make use of the Scirra Store.

9.2 Scirra Termination

Scirra may terminate this Agreement if Seller breaches any aspect of this Agreement, Scirra shuts down the Scirra Store, Scirra is required to do so by law or Scirra is advised to do so by a third party.

9.2 Effect of Termination

All licenses for Content sold to Customers will be unaffected by the termination of this Agreement. If exclusive Content has been sold via the Scirra store, the conditions in Section 3.4 will also remain unaffected by the termination of this Agreement.

11. Agreement Updates and Modifications

Scirra may update this Agreement from time to time by publishing a revised Agreement on this page. Continued usage of the Scirra Store after a change to this Agreement signifies acceptance of the update Agreement.

12. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SCIRRA AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES WHICH MAY BE INCURRED BY YOU UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL OR INJURY TO REPUTATION, LOSSES SUFFERED BY THIRD PARTIES, ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE USE OF THIS STORE REGARDLESS OF FORM OF ACTION. THE MAXIMUM LIABILITY SCIRRA LTD HAS TO YOU IS THE NET REVENUE RECEIVED FROM YOUR CONTENT OVER THE PREVIOUS 12 MONTHS.

13. Disclaimer of Warranties

THE SCIRRA STORE IS PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SCIRRA STORE OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

14. Indemnification

14.1 Obligation

You will defend, indemnify, and hold harmless Scirra, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the Scirra Store (including any activities under your Scirra account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; (c) Your Content, including any claim involving alleged infringement or misappropriation of third-party rights by the use, development, design, production, advertising or marketing of Content; or (d) a dispute between you and any Customer. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process.

14.2 Process

We will promptly notify you of any claim, but our failure to promptly notify you will only affect your obligations under Section 6.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

15. Governing Law

All disputes are to be settled through courts in the United Kingdom. This agreement shall be construed in accordance with the laws in the United Kingdom. All parties hereby consent to the jurisdiction of the courts of the United Kingdom. If any part of this agreement is deemed to be illegal, invalid or unenforceable in any respect shall not affect any other provision, and the balance of the Agreement shall continue in full force and effect.