SLIME-O WORLDS | WORLD CREATOR PROGRAM
Habitat Design Royalty Agreement
This Habitat Design Royalty Agreement (“Agreement”) is entered into by and between Spero Technologies, Inc., a Delaware corporation (“Company”), and the submitting designer (“Designer”).
By submitting a design, Designer agrees to the following terms:
1. Purpose
Designer may submit original 3D-printable habitat designs (“Design”) for potential inclusion in the Slime-O Worlds product line. If Company elects, in its sole discretion, to commercially produce and sell the Design, Designer will receive royalties as set forth below.
Submission does not guarantee selection or commercialization.
2. Ownership & License
2.1 Designer Ownership
Designer retains ownership of the underlying intellectual property in the Design, subject to the license granted below.
2.2 Automatic License Upon Selection
If Company elects to commercialize the Design, Designer automatically grants Company:
- An exclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-bearing license to manufacture, reproduce, modify, adapt, create derivative works from, distribute, sell, market, and otherwise commercially utilize the Design in any format (physical, digital files, bundled kits, derivative habitats, etc.).
This license is granted in exchange for the royalty described in Section 4.
2.3 Modifications
Company may modify the Design for manufacturability, safety, branding consistency, packaging, or other commercial reasons. Modified versions remain covered by this Agreement.
3. Submission Requirements
Designer represents and warrants that:
- The Design is original and created solely by Designer
- The Design does not infringe any copyright, patent, trademark, trade secret, or other rights of any third party
- Designer has full authority to enter this Agreement
Designer agrees to indemnify and hold Company harmless from any claims arising from breach of these representations.
4. Royalty Terms
4.1 Royalty Rate
If Company commercializes the Design, Designer shall receive 2% of Net Revenue derived from sales of products primarily based on the Design.
4.2 Definition of Net Revenue
“Gross Revenue” means the actual revenue received by Company from sales of the applicable product, less:
- Refunds and returns
- Chargebacks
- Sales taxes and VAT
- Payment processing fees
No other deductions shall apply.
4.3 Payment Schedule
Royalties shall be calculated quarterly and paid within 45 days after the end of each calendar quarter.
5. Perpetuity
Royalty payments shall continue for as long as Company sells the applicable product. Sections relating to ownership, indemnification, and governing law survive regardless of selling status.
6. Credit
Company may, at its discretion, credit Designer publicly (e.g., “Habitat designed by [Designer Name]”). Credit is not guaranteed and omission does not constitute breach. Designer is asked to notify Company of any alternative names they prefer, or if they prefer to remain unnamed on public material.
7. Independent Contractor
Designer is an independent contractor and not an employee, partner, or agent of Company.
8. Limitation of Liability
Company shall not be liable for indirect, incidental, or consequential damages arising from this Agreement.
9. Governing Law
This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in state or federal courts located in Delaware.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions. Any modifications must be in writing and signed by both parties.