Creator Agreement
Last Updated: December 28, 2025
MASTER CREATOR PARTNERSHIP AND DISTRIBUTION AGREEMENT
Last Updated: December 30, 2025
THIS MASTER DISTRIBUTION AGREEMENT ("Agreement") is made and entered into by and between Next Spacey LLC, a Wyoming Limited Liability Company having its principal place of business at 400 Rella Blvd, Ste. 207-173, Montebello, NY 10901 ("Company," "We," "Us," or "3D Spacey"), and the individual or legal entity identifying themselves as the creator during the registration process ("Creator," "Partner," or "You").
WHEREAS, the Company operates a proprietary digital marketplace, desktop application, and asset management ecosystem designed to facilitate the distribution of 3D content; and
WHEREAS, the Creator desires to submit, upload, and distribute certain original digital assets through the Company’s network;
NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties set forth herein, the parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. "Assets" shall mean any 3D models, textures, materials, scripts, metadata, and associated imagery uploaded by the Creator.
1.2. "Company Network" shall mean the 3D Spacey Platform, the Desktop App, and any affiliated partner channels, APIs, or third-party syndication networks used to maximize reach.
1.3. "Net Revenue" shall mean gross sales actually received by the Company, less applicable taxes, transaction fees, refunds, and operational deductions.
1.4. "User" shall mean any end-user, subscriber, or licensee who accesses the Assets via the Company Network.
2. GRANT OF RIGHTS AND DISTRIBUTION LICENSE
2.1. Distribution License.
While the Creator retains full ownership of the copyright to the Assets, Creator hereby grants to the Company a worldwide, non-exclusive, royalty-free (except as provided in Section 4), transferable, and sub-licensable license to:
(a) Host and Display: Store, reproduce, cache, and display the Assets and their associated previews on the Company Network for the purpose of marketing and distribution;
(b) Transcode and Optimize: Modify, compress, encrypt, or reformat the Assets to ensure technical compatibility with the Company’s software ecosystem (e.g., enabling "Auto-Unzip" and "Real-Time Relinking" features);
(c) Syndication: Distribute the Assets through strategic partner platforms and third-party marketplaces to increase sales potential;
(d) Platform Intelligence: Analyze the Assets and metadata for internal research, search algorithm optimization, and content discovery improvements (e.g., auto-tagging systems) to enhance the user experience.
2.2. Commercial Sublicensing.
The Creator authorizes the Company to grant non-exclusive sub-licenses to Users, allowing them to use the Assets in commercial projects (such as architectural visualization, games, and film) in accordance with the Company’s standard End User License Agreement (EULA).
2.3. Workflow Integration.
To facilitate seamless professional workflows for Users, the Creator acknowledges that attribution (crediting the Creator’s name) is optional for Users incorporating the Assets into complex commercial scenes or derivative works.
3. ASSET CURATION, QUALITY, AND CATEGORIZATION
3.1. Quality Standards.
The Company strives to maintain a premium marketplace. All Assets are subject to a technical review process. The Company acts as the sole arbiter of quality and marketplace strategy.
3.2. Distribution Tiers (Curation).
The Company reserves the right, at its sole discretion, to assign Assets to different distribution tiers based on quality, demand, and strategic requirements:
(a) Premium Tier: Assets meeting high commercial standards are eligible for monetization and revenue sharing.
(b) Discovery Tier: Assets that may not currently meet the strict commercial thresholds for the Premium Tier, or are selected for user acquisition campaigns, may be listed in the "Discovery" or "Starter" sections. These sections are free-to-access for Users to help Creators build reputation and followers. Creator acknowledges that Assets in the Discovery Tier do not generate direct royalties.
4. FINANCIAL TERMS AND COMPENSATION
4.1. Revenue Share.
For valid sales or paid downloads of Assets in the Premium Tier, the Company shall pay the Creator a royalty based on the prevailing commission rates published on the Creator Dashboard. The current standard baseline is 50% of Net Revenue attributed to the Creator under the User-Centric Payment System (UCPS).
4.2. Promotional Flexibility.
To maximize exposure and sales volume, the Company reserves the right to include Assets in seasonal sales, bundles, or marketing campaigns. Royalties for such transactions will be calculated based on the actual discounted price realized.
4.3. Updates to Economics.
The Company may update its payout policies, thresholds, or commission structures to reflect market conditions. Such changes will be effective upon posting to the Dashboard. Continued use of the Service constitutes acceptance.
4.4. Payout Execution.
Payments are processed monthly via supported third-party providers (e.g., PayPal, Wise) once the accrued balance exceeds the minimum threshold stated in the Dashboard.
5. ASSET AVAILABILITY AND LEGACY RIGHTS
5.1. Creator’s Right to Remove.
The Creator may request to stop selling new licenses for their Assets at any time via the account settings.
5.2. Protection of Existing Users (Legacy Rights).
To ensure the stability of the ecosystem and protect Customers who have already paid for or downloaded Assets, the Creator agrees that removal of an Asset from the public storefront does not revoke the licenses of existing Users. The Company retains the right to keep archival copies of such Assets to ensure that Users' saved projects, collections, and file paths remain functional.
6. REPRESENTATIONS AND WARRANTIES
The Creator hereby represents and warrants that:
(a) They are the sole and exclusive owner or authorized licensor of the Assets;
(b) The Assets do not infringe upon the copyrights, trademarks, or proprietary rights of any third party (including content re-uploaded from other marketplaces);
(c) The Assets do not contain malware, viruses, or malicious code.
Indemnification: Creator agrees to indemnify, defend, and hold harmless Next Spacey LLC from any claims, damages, or legal fees arising from a breach of these warranties.
7. GENERAL PROVISIONS
7.1. Assignment.
The Company may assign this Agreement and the Asset database to any successor, subsidiary, or acquirer of the Company’s business assets without the Creator’s consent.
7.2. Independent Contractor.
The relationship between the parties is that of independent contractors. Nothing herein shall be construed to create a partnership or employment relationship.
7.3. Severability.
If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect.
7.4. Entire Agreement.
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding the subject matter.
8. MODIFICATIONS AND AMENDMENTS
8.1. Right to Modify.
The Company reserves the right to modify, update, or replace this Agreement at any time to reflect changes in law, business practices, or features.
8.2. Constructive Notice.
We will notify you of changes by updating the "Last Updated" date at the top of this document. It is your responsibility to review this Agreement periodically.
8.3. Acceptance.
Your continued access to the Platform or uploading of new Assets after the effective date of any changes constitutes your binding acceptance of the modified Agreement.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States. Any dispute arising out of or related to this Agreement shall be subject to binding arbitration administered in Wyoming.