KODA Developer Agreement.

01 · Definitions

Definitions

• Community Library: a free, unprotected library you publish on kodasampler.com under section 3. It carries no licence key and is not sold.
• Licensed Product: a library you submit through the KODA Library Packager for sale or licensed distribution under section 4, whether open or protected.
• Open and Protected: the two protection modes in section 5.
• Developer status: your account after you have confirmed your email and accepted this Agreement. It lets you publish Community Libraries.
• Verified status: Developer status plus a completed developer profile, two-factor authentication on your account, and a payout account that Stripe reports as able to receive payouts. It lets you submit Licensed Products.
• Fee Schedule: the fees published at kodasampler.com/developers#fees, as versioned under section 7.
• Buyer: a KODA account holder who purchases or receives a licence to your Licensed Product.

02 · Your account

Your account and status

1. You must give accurate information and keep it current, including the legal name and country that Stripe collects for payouts. One person operates an account; a company may add representatives through the developer portal, and is responsible for what they do.
2. Developer status is granted when you confirm your email and accept this Agreement. Verified status is granted automatically when the conditions in section 1 are met. We do not review applications by hand, and we may add conditions for new accounts if abuse makes it necessary.
3. Two-factor authentication is required for Verified status, to set up or change payouts, and to view or manage your customers' licences in the developer portal. We recommend it for every developer account.
4. You are responsible for everything published from your account. Tell us at once at support@kodasampler.com if you believe your account has been compromised.
5. We may suspend or revoke your Developer or Verified status under section 12.

03 · Community Libraries

Community Libraries

1. A Community Library is free, consists of ordinary files (instruments, samples, images and scripts) and carries no copy protection and no licence key. It is downloaded from kodasampler.com by people with a KODA account and added to KODA from the file explorer.
2. Your grant to users. For each Community Library you publish, you grant every person who downloads it a perpetual, worldwide, royalty-free licence to use the sounds and instruments in their own musical works, including commercial works, and to modify them for that purpose. You do not grant the right to redistribute the library or its samples as a library, sample pack, or competing product, with or without changes, or to sell them.
3. Your grant to Koda. You grant Koda a non-exclusive, worldwide, royalty-free licence to host, copy, check, display, and deliver the library and its name, description and cover art on kodasampler.com and in KODA, for as long as the library is published.
4. Checks and publication. Community Libraries pass automated checks (file integrity, content type, size) before publication. Koda staff may also look at any library by hand, before or after publication, at Koda's discretion; most libraries are never opened by a person, but any one may be. New libraries are published in the next scheduled monthly release; updates to a published library are published at once after the same checks. A library that fails a check is not published, and the reason is shown to you.
5. Removal. We may remove a Community Library at any time, including on a report that it infringes rights or breaches this Agreement, and will tell you why. You may remove your own libraries at any time. Removal does not withdraw the licence in 3.2 from people who already downloaded the library.
6. A Community Library can never be sold through KODA and never carries protection. A library you want to sell, or to give away with KODA licensing, is a Licensed Product under section 4.

04 · Licensed Products

Licensed Products

1. Only a Verified developer may submit Licensed Products, and only through the KODA Library Packager.
2. Review. Your first Licensed Product, any product our checks flag, and any product we choose to look at, is reviewed by Koda against the published criteria at kodasampler.com/developers#review before it is listed. Later products from the same account pass automated checks and are reviewed by exception. The time needed to review a submission varies based on size of KODA's overall submission queue, but can generally be expected in under 5 business days. We may decline a product and will say why.
3. Your grant to Koda. You grant Koda a non-exclusive, worldwide licence to host, copy, encode, encrypt, deliver, display, promote, and sell licences to your Licensed Product, and to use its name, description, cover art and screenshots, for as long as it is listed and, for delivery to existing Buyers, for as long as any Buyer holds a licence.
4. Ownership. You keep all rights in your product. Koda owns the KODA software, the Packager, the store and the licensing service.
5. Listing. Koda decides what is listed in the store and where. You may request that a product is listed, ask for it to be removed from sale, and ask for it to be re-listed. Removal from sale never revokes licences already purchased.
6. Updates. You may publish updates through the Packager. Updates to protected products are re-keyed by Koda. An update must not remove what Buyers paid for.

05 · Protection

Protection modes and key custody

1. You choose, per Licensed Product, Open (plain "loose" files - not encoded into monoliths) or Protected (encrypted, bound to the Buyer's activated devices). Both are delivered via the KODA Product Manager.
2. Key custody. For a Protected product, Koda mints and holds the content key. Your Packager encrypts your product with a key Koda issues at submission and never stores it; your original samples do not leave your computer. Koda uses the key only to wrap the product for each Buyer and device, to verify submissions, and to re-key updates. We do not give the key to anyone, including you, except as the law requires.
3. What protection is. Protection makes an unlicensed copy useless on other machines and makes leaks traceable to a licence. It is not unbreakable, and we do not promise that it is. A Buyer's licence allows a set number of activated devices, as the EULA states.
4. Instrument locking. Protected products are locked against editing in KODA's build tools by default. You may leave an Open product unlocked.

06 · Pricing

Pricing and parity

1. You propose a list price for each Licensed Product and a sale price for each sale. Koda approves prices. The minimum list price is $19 USD; a sale price may go as low as $9 USD; a Verified developer may also list a product at $0. Whatever the price, the minimum commission in section 7.2 applies to every paid licence.
2. A price may change at most once every fourteen days, unless Koda approves a change sooner.
3. Parity. The price of your product on KODA is never higher than the price of the same product and edition on your own store or another store, and your promotions are mirrored on KODA. If a price is out of parity we may delist the product until it is corrected. There is no penalty beyond delisting.
4. Koda shows prices in the Buyer's currency. Your proceeds are calculated on the USD list or sale price, net of any tax that is charged on the sale.

07 · Fees

Fees

1. Fees are set out in the Fee Schedule. Each version of the Fee Schedule has an effective date. The version in force when an order is placed, or a licence is issued, is the one that applies to it, and it is recorded with that order.
2. Marketplace sales: Koda keeps a commission of 35% of the sale price, with a minimum of $7 and a maximum of $99 per licence sold, and pays card processing costs out of it. There is no other fee on a marketplace sale. Koda may agree a different commission rate with an individual developer, for example for founding developers; an agreed rate is shown in your developer portal and applies instead of the rate above.
3. Your own channel: licences for use outside the KODA store are bought from Koda in advance at the per-licence fee in the Fee Schedule ($7 per licence, with the block discounts the Schedule lists) and issued as redemption codes. Your balance stops at zero; it is not credit.
4. Free licences: a product given away with KODA licensing costs the free-licence fee in the Fee Schedule ($0.20 per licence) after your included annual allowance (250).
5. There is no fee to register, to be verified, to submit, to list, to host, or to deliver updates.
6. We may change the Fee Schedule with at least thirty days' notice by email and on the schedule page. Changes apply to orders and licences after the effective date.

08 · Payouts

Payments and payouts

1. Koda is the merchant of record. Koda sells the licence to the Buyer, collects payment, issues the receipt, and handles the Buyer's payment questions. You are paid by Koda, not by the Buyer.
2. Payout account. Payouts are made through Stripe, either to a Stripe Connect account or as a Stripe payout to the bank account you provide, depending on your country. You complete Stripe's onboarding, including the identity and other information Stripe requires. Payouts are made in USD and converted by Stripe where your account is in another currency; conversion rates and any receiving bank charges are outside Koda's control.
3. Schedule. Payout runs are monthly. An amount is paid once its reserve period of thirty days after the order has passed. Amounts under $50 USD carry forward to the next run.
4. Statements. Your developer portal shows every order, allocation, refund, reversal and payout. Tell us within sixty days of a statement if you believe it is wrong.
5. Tax. You are responsible for your own taxes on what Koda pays you, including any registration, return, withholding or payment the law where you live requires. Koda does not give tax advice, does not act as your tax agent, and makes no undertaking to collect, withhold, report or file any tax on your behalf or on a Buyer's. If the law requires Koda to withhold from a payout or to report a payment, Koda may do so and will tell you. You will give Koda or Stripe the information either asks for in order to pay you.
6. Negative balance. Refunds, chargebacks and reversals under section 9 reduce your balance. A negative balance carries forward and is netted against future proceeds; if your account closes with a negative balance, you repay it on request.

09 · Refunds

Refunds, chargebacks and disputes

1. Buyers' refund rights are set by the Website Terms and the EULA: a sale is final once the licence has been activated, subject to mandatory law and to any product terms shown at purchase. Koda decides refunds within that policy and within fourteen days of purchase, and may refund outside it where the law requires or where a product is defective.
2. A refunded or disputed licence is suspended, and revoked when the refund is final. The refunded amount, and any chargeback fee Stripe charges Koda, is reversed from your allocation for that order.
3. Koda handles the Buyer-facing side of a dispute. You will give us, within five days of asking, the information we need to answer it.

10 · Buyer licences

Buyer licences and revocation

1. A Buyer's licence is governed by the EULA or by product terms shown at purchase. It is perpetual unless those terms say otherwise and keeps working offline once activated.
2. You may suspend and reinstate licences to your own products for a Buyer who asks you for support, a transfer, or a refund through you. You may not revoke a paying Buyer's licence for any other reason. Koda keeps oversight of every suspension and may reverse one.
3. Koda revokes licences on a final refund, a lost dispute, or fraud, and may suspend licences while it investigates.
4. If you leave. Licences already purchased keep working after your products are delisted or your account closes. Koda keeps the rights in 4.3 for that purpose only.
5. If KODA closes. Koda commits that open products keep working as installed, and that protected products are converted to an open form or re-issued so that Buyers keep what they paid for, under the wind-down commitment published at kodasampler.com/developers#commitments.

11 · Support

Support and quality

1. You support your product: its sounds, instruments, scripts and documentation. Koda provides first-line support as merchant of record and supports everything attributable to KODA itself: the engine, the Product Manager, downloads, activation and payments.
2. You will answer Buyer questions we forward within a reasonable time, keep your product working with current KODA releases where a change on KODA's side requires an update, and disclose known faults in your listing.

12 · Removal and termination

Removal, appeal, suspension and termination

1. Removal. Koda may remove any product or library from the store or the website at any time. We tell you why, and you may appeal within fourteen days by writing to support@kodasampler.com. We answer an appeal within fourteen days.
2. Suspension and revocation. Koda may suspend or revoke your Developer or Verified status for a breach of this Agreement, for a credible claim of infringement, for fraud or abuse, or where the law requires, and will give the reason. While suspended you cannot submit or publish. Reinstatement is at Koda's discretion.
3. Termination by you. You may end this Agreement at any time from your account page. Your products are delisted and your Community Libraries are removed, unless you choose to leave Community Libraries published under section 3.
4. Termination by Koda. Koda may end this Agreement on thirty days' notice for any reason, or at once for a material breach.
5. Effect. Sections 3.2, 3.5, 4.3 (for delivery to existing Buyers), 8.6, 9, 10, 13, 16 and 18 survive. Accrued proceeds are paid after their reserve period, net of any refunds and reversals.

13 · Warranties

Your warranties and indemnity

You warrant that:

1. you own, or hold all rights needed to grant the licences in this Agreement for, every part of what you publish: samples and recordings, instruments, scripts, artwork, fonts, names and text; and that no part was taken from another product without permission;
2. nothing you publish contains malicious code, hidden network activity, or content that is unlawful, defamatory or infringing;
3. you comply with the law that applies to you, including tax, export and sanctions law, and are not on a sanctions list;
4. the information you give Koda and Stripe is true.

You will defend and indemnify Koda, its officers and staff against third-party claims, losses and costs (including reasonable legal fees) arising from a breach of these warranties or from your products.

14 · Buyer data

Buyer data and privacy

Koda shares with you only what you need to support your Buyers and reconcile your statements: order references, product, country, and amounts. Koda does not share Buyers' email addresses or payment details. You will use what you receive only for those purposes, keep it secure, and delete it when it is no longer needed. Koda's handling of personal data is described in the Privacy Policy.

15 · Non-exclusivity

Non-exclusivity and curation

1. This Agreement is non-exclusive. You may sell your products anywhere else, with no fee to Koda, subject to section 6.3.
2. Placement in the store is editorial. Featured and spotlight positions are earned and rotated, not sold.
3. You may say that your product is available on KODA and use the KODA name and marks for that purpose under the guidelines at kodasampler.com/developers#brand. You may not imply that Koda endorses your product.

16 · Liability

Disclaimers and limitation of liability

The KODA services are provided "as is". To the fullest extent permitted by law, Koda disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement; does not warrant that the services will be uninterrupted or error-free, or that protection cannot be circumvented; and is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Koda's total liability to you under this Agreement in any twelve-month period is limited to the proceeds Koda paid you in that period. Nothing in this section limits liability that cannot be limited by law.

17 · Changes

Changes to this Agreement

We may change this Agreement. Each version has a number and an effective date. We give at least thirty days' notice of a material change by email and on your account page, and ask you to accept the new version the next time you publish or submit. If you do not accept within thirty days of the effective date, you cannot publish or submit until you do; what is already published stays published under the previous version until you accept or terminate.

18 · General

General

1. Governing law. This Agreement is governed by the laws of the State of California, and any dispute is brought in the state or federal courts of Los Angeles County, California, unless mandatory law where you live provides otherwise.
2. Entire agreement. This Agreement, the Fee Schedule, the Website Terms, the Privacy Policy and the review criteria are the whole agreement between you and Koda about publishing through KODA. If they conflict, this Agreement prevails over the Website Terms for developer matters.
3. Assignment. You may not assign this Agreement without our consent. Koda may assign it to a successor of its business.
4. Notices. We send notices to the email on your account. You send notices to support@kodasampler.com.
5. Severability and waiver. If a provision is unenforceable the rest stands. A failure to enforce is not a waiver.
6. Independent parties. You and Koda are independent contractors. Nothing creates a partnership, agency or employment.

19 · Contact

Contact

Koda Sampler, Inc.
1119 N Las Palmas Ave, Los Angeles, CA 90038, USA
support@kodasampler.com