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Recitals

Mojoness™ maintains a website on the Internet at <mojoness.com> which offers a forum in which third-parties can post and distribute various graphic designs, templates, HTML elements, CSS files, and intellectual property (collectively, the “IP”).  The IP referred to in this User Agreement includes only intellectual property which is supplemental to, and outside the scope of, the General Public License (GPL) of the Free Software Foundation which controls rights to use WordPress themes.  The IP includes images, JavaScript, HTML elements, and CSS files, and other source code, that is not derivative of the WordPress code covered by the GPL.  The IP does not include the WordPress code itself.

By uploading IP to our website, you are availing yourself of our services and agreeing to the licensing provisions set forth below.


Duration and Termination

This Agreement shall be effective as of the date you upload IP to our website, and shall continue in force for an initial term ending five (5) years from the date the IP is uploaded, and shall terminate on that date unless renewed by all parties hereto.

Mojoness™ shall have the right to terminate this Agreement if:

  1. Mojoness™ determines in its sole discretion that the IP uploaded infringes on the trademark, copyright, trade secret, trade dress, patent or other rights of another party, or may infringe;
  2. Mojoness™ determines that the IP uploaded is obscene or violates any of our legal agreements incorporated herein by reference; or
  3. Mojoness™ determines, in its own discretion, that the quality, price or commercial value of the IP is substandard;

You shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice to Mojoness™ if:

  1. We terminate or suspend business;
  2. We become subject to any bankruptcy or insolvency proceeding under federal or state law; or
  3. We become insolvent or subject to direct control of a trustee, receiver, or similar authority.

Upon termination of this Agreement, Mojoness™ shall return all property and materials to you.


Services by Mojoness™

Mojoness™ posts your IP on its website as it sees fit, and assumes responsibility for any advertising costs of the collective material on its website that it sees fit (e.g. cost-per-click, cost-per-impression, email campaigns, print ads, etc.).  While Mojoness™ will allow you to choose the initial price point at which the IP will be offered for sale to other third-parties, Mojoness™ reserves the right to change the price point in accordance with its own business judgment if Mojoness™ determines the price point you chose was non-optimal.


Royalty Payments

Subject to this Agreement, you hereby grant to Mojoness™ an exclusive, transferable, license to resell limited use licenses of the IP you upload (the “License”).  The License shall be interpreted to cover only IP you upload which is supplemental to, and outside the scope of, the General Public License (GPL) of the Free Software Foundation which affects WordPress themes.  You must include the Mojoness license as a .txt file in all WordPress themes you upload.  The .txt License can be downloading here.  The term of the License is five years from the Effective Date unless terminated earlier pursuant to this Agreement or by mutual agreement of the parties.

In consideration for the License and the other rights granted to Mojoness™, Mojoness™ shall pay you fifty to eighty percent (50-80%) of all revenue generated from the sale of limited use licenses of your IP.  See How to Sell Page for Commission Payments.

Unless otherwise agreed in writing, the Mojoness™ shall remit royalty payments to you on a monthly basis for all services provided under this Agreement.

In accordance with this license, you shall not upload or make available the IP to any other party for any other reason.


Derivative Works

You shall not create any derivative work or product based on or derived from, or confusingly similar to, the IP you upload to Mojoness™.  In the event of a breach of this provision (without limiting other remedies), said derivative work, product based on or said modification is hereby deemed assigned to Mojoness™.  You acknowledge that the IP and related output (including procedures, printed output, screen displays, formats, menus, graphics, audio output, etc.) are trade secrets of, and licensed to Mojoness™.  You agree not to:  (i) use any of the foregoing except under the License of this Agreement, (ii) disclose any of the foregoing to any other person, or (iii) allow any other person to inspect, use or copy any of the foregoing.  This provision shall also protect and be applicable to these trade secrets even if they are modified or changed by you.


Liquidated Damages

If you breach this Agreement, Mojoness™ shall be excused from any further obligation or liability under this Agreement and Mojoness™ may terminate this Agreement by giving notice to you.  Mojoness™ shall not be deemed in breach of this Agreement unless and until you give written notice of such breach (including a description of the breach) to us and we fail to cure such breach within thirty (30) days of notice.  Mojoness™ shall be entitled to the greater of actual damages for any breach of this agreement, or liquidated damages of $10,000.


Indemnification

You agree to indemnify and hold Mojoness™ harmless from and against any liabilities and expenses (including attorney fees) reasonably incurred with respect to any action or proceeding brought or threatened to be brought before any court, administrative body, or other tribunal, which action arises out of services, products or representations by Client, hereunder, including, but not limited to, any claim for libel, slander, defamation, copyright infringement, breach of contract, fraud, negligence, invasion of privacy, piracy, plagiarism, and the like.


Acknowledgements

The relationship between you and Mojoness™ established by this Agreement is that of licensor-licensee; and, except as provided herein, you and Mojoness™ shall each conduct our respective businesses at our own responsibility and expense.  Neither party shall have the authority to incur any obligation on behalf of the other except as provided herein.

You may not assign any rights or delegate any duties hereunder without the prior written consent of Mojoness™, except that you may, without written consent, assign or otherwise transfer your right or obligations hereunder to any parent or subsidiary corporation of yourself or to any purchaser of your business which agrees to assume all liabilities and obligations you have incurred hereunder.

All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given, if delivered personally or sent by registered or certified U.S. mail (postage prepaid) to the parties at the address set forth next to the name of such party at the end of this Agreement.


Choice of Law

This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the state of Utah, and any controversy between the parties hereto or relating to the subject matter of this Agreement shall be venued in Utah.  This Agreement contains the entire agreement between the parties and supersedes all previous agreements, whether oral or written.  This Agreement shall not be modified or amended except by a writing signed by all parties hereto.


Severability

If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, this Agreement shall be enforced to the maximum extent possible. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.


Effective Date: February 25, 2010

Non-Exclusive Licensing Agreement Version: 1.0