PUBLISHER LICENSE AGREEMENT

This Publisher License Agreement (the "Agreement") is entered into between the asset distribution platform operator ("Platform") and the individual or entity registering as a publisher ("Publisher").

1. DEFINITIONS

1.1. "Assets" means any digital content, including but not limited to graphics, audio, 3D models, textures, animations, code, or other creative works uploaded by Publisher to the Platform.

1.2. "End User" means any individual or entity with an active membership who downloads or uses Publisher's Assets through the Platform.

1.3. "Commercial Project" means any venture, whether for profit or not, in which Assets are incorporated into software applications, games, or other digital content.

1.4. "Effective Date" means the date when Publisher completes registration and accepts this Agreement.

1.5. "Net Revenue" means the gross revenue received by Platform from membership fees and other platform services, less taxes, payment processing fees, refunds, and other direct costs of operation.

1.6. "Revenue Percentage" means the percentage of Net Revenue allocated to Publisher based on their unique asset downloads as a proportion of all unique asset downloads in a calendar month.

1.7. "Publishing Account" means the account created by Publisher to upload, manage, and distribute Assets through the Platform.

1.8. "Platform Guidelines" means any technical specifications, content standards, or other requirements published by Platform regarding the submission and distribution of Assets.

1.9. "Intellectual Property Rights" means all intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, patents, and any other proprietary rights.

1.10. "Standard Revenue Rate" means the base percentage (50% of Net Revenue) used to calculate Publisher payments.

2. PUBLISHER RIGHTS AND RESPONSIBILITIES

2.1. Submission and Distribution:

(a) Publisher may upload Assets to the Platform for distribution to End Users;

(b) Publisher may update, modify, or remove their Assets at any time, subject to Section 2.3;

(d) Publisher may receive analytics and usage data related to their Assets.

2.2. Revenue and Payments:

(a) Publisher is entitled to receive payment based on their Revenue Percentage and the Standard Revenue Rate;

(b) Revenue Percentage is calculated as: (Publisher's unique asset downloads ÷ total unique asset downloads across all publishers) × Standard Revenue Rate;

(d) Actual payments shall be made only when:

(i) Publisher has reached the minimum payout threshold as specified in the Platform Guidelines; and

(ii) Publisher has submitted a formal payment request through their Publishing Account;

(e) Minimum payout thresholds and payment methods shall be specified in the Platform Guidelines;

(f) Publisher is responsible for providing accurate payment and tax information;

(g) Accumulated revenue below the minimum payout threshold shall carry forward for a period of twelve (12) months from the date it was earned. Any unclaimed revenue that remains below the minimum payout threshold for more than twelve (12) months may be forfeited;

(h) Platform may, at its sole discretion, process payments for amounts below the minimum threshold if a Publisher's account is being closed or if special circumstances warrant such action.

2.3. Asset Maintenance and Support:

(a) Publisher agrees to maintain and support their Assets for a reasonable period after upload;

(b) Publisher must provide clear documentation and usage instructions with each Asset;

2.4. Compliance with Guidelines:

(a) Publisher agrees to comply with all Platform Guidelines;

(b) Assets must meet the technical specifications and quality standards set by Platform;

(d) Publisher must not misrepresent the functionality or capabilities of their Assets.

3. LICENSES GRANTED

3.1. License to Platform:

(a) Publisher grants Platform a non-exclusive, worldwide, royalty-free license to host, display, distribute, and promote Publisher's Assets through the Platform;

(b) Publisher authorizes Platform to create reasonable derivative works of Assets solely for the purpose of promotion, preview, optimization, or compatibility;

(d) This license continues for as long as Publisher's Assets remain on the Platform and for a reasonable wind-down period following any removal.

3.2. End User License:

(a) Publisher agrees that their Assets will be licensed to End Users according to the terms of the End User License Agreement established by Platform;

(b) Publisher acknowledges and agrees to the permissions and limitations granted to End Users, including use in Commercial Projects, team collaboration, and Derivative Works as defined in the End User License Agreement;

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Ownership:

(a) Publisher retains all Intellectual Property Rights in and to their original Assets;

(b) Publisher acknowledges that Platform retains all Intellectual Property Rights in and to the Platform, including its infrastructure, interfaces, and business methods.

4.2. Representations and Warranties:

(a) Publisher represents and warrants that they are the owner of, or have obtained all necessary rights to, all Assets submitted to the Platform;

(b) Publisher represents and warrants that the Assets do not infringe upon the Intellectual Property Rights of any third party;

(c) Publisher represents and warrants that they have the full power and authority to enter into this Agreement and grant the licenses contained herein.

4.3. Indemnification:

(a) Publisher agrees to indemnify and hold harmless Platform from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from any breach of Publisher's representations and warranties;

(b) Platform shall promptly notify Publisher of any such claim and shall cooperate with Publisher in the defense of such claim, at Publisher's expense.

5. CONTENT RESTRICTIONS

5.1. Prohibited Content:

Publisher shall not upload Assets that:

(a) Infringe upon the Intellectual Property Rights of any third party;

(b) Contain malicious code, viruses, or other harmful components;

(d) Contain obscene, defamatory, or otherwise objectionable material;

(e) Are designed primarily for use in gambling applications or games of chance;

(f) Promote hate speech or discrimination;

(g) Are designed primarily for use in applications focused on cryptocurrency or blockchain technology without prior written approval;

(h) Include content that would violate Platform's agreements with third parties.

5.2. Removal Rights:

(a) Platform reserves the right to remove or reject any Asset that violates this Agreement or the Platform Guidelines;

(b) Platform may remove Assets that have not been updated or maintained for an extended period;

(d) Repeated violations may result in suspension or termination of Publisher's account.

6. TERM AND TERMINATION

6.1. Term:

This Agreement commences on the Effective Date and continues until terminated in accordance with this section.

6.2. Termination by Publisher:

(a) Publisher may terminate this Agreement at any time by providing thirty (30) days' written notice to Platform;

(b) Upon termination, Publisher's Assets will be removed from the Platform, but End Users who downloaded Assets prior to removal may continue to use them in accordance with the End User License Agreement.

6.3. Termination by Platform:

(a) Platform may terminate this Agreement immediately if Publisher breaches any material term;

(b) Platform may terminate this Agreement for convenience by providing thirty (30) days' written notice to Publisher;

6.4. Effect of Termination:

(a) Upon termination, Publisher shall receive final payment for any accrued but unpaid Revenue Percentage;

(b) Termination shall not affect licenses granted to End Users prior to termination;

7. PLATFORM SERVICES

7.1. Platform Services:

Platform shall provide the following services to Publisher:

(a) Hosting and distribution of Assets to End Users;

(b) Processing of End User payments and management of licensing;

(d) Marketing and promotion of the Platform, which may include Publisher's Assets;

(e) Technical support for the Platform infrastructure.

7.2. Service Levels:

(a) Platform shall use commercially reasonable efforts to ensure the availability and functionality of the Platform;

(b) Platform does not guarantee any minimum level of downloads or revenue for Publisher's Assets;

8. LIMITATION OF LIABILITY

8.1. Disclaimer of Warranties:

PLATFORM PROVIDES THE PLATFORM AND RELATED SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2. Limitation of Liability:

(a) IN NO EVENT SHALL PLATFORM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT;

(b) PLATFORM'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO PUBLISHER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. CONFIDENTIALITY

9.1. Confidential Information:

(a) "Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business plans, technical specifications, and financial information;

(b) Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes of this Agreement;

9.2. Exceptions:

The obligation of confidentiality does not apply to information that:

(a) Was known to the receiving party prior to disclosure;

(b) Is or becomes publicly known through no fault of the receiving party;

(d) Is independently developed by the receiving party without use of the disclosing party's Confidential Information;

(e) Is required to be disclosed by law or court order.

10. DISPUTE RESOLUTION

10.1. Informal Resolution:

The parties shall attempt in good faith to resolve any dispute arising out of this Agreement informally through discussions between authorized representatives.

10.2. Arbitration:

(a) Any dispute not resolved through informal discussions shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association;

(b) The arbitration shall be conducted in English and shall take place in New York, New York;

10.3. Exception:

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights.

11. GENERAL PROVISIONS

11.1. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

11.2. Relationship of Parties:

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

11.3. Assignment:

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that Platform may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.4. Modifications:

Platform may modify this Agreement at any time and is not required to provide notice to Publisher. Publisher's continued use of the Platform after such change constitutes acceptance of the modified Agreement.

11.5. Severability:

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

11.6. Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications.

11.7. Force Majeure:

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

11.8. Compliance with Laws:

Each party agrees to comply with all applicable laws and regulations in connection with its activities under this Agreement, including export control and data protection laws.

END OF PUBLISHER LICENSE AGREEMENT