** CGSHAPE 'STANDARD' CONTENT LICENSE AGREEMENT **
This Content License Agreement ('Agreement') governs the terms by which an entity or person is granted limited rights to use the 3D models, textures, images, animations and other media content (collectively 'Content') solely owned by the CGShape trademark holder and obtained through any of the Web sites where the Content is available for purchase (collectively 'Site') or directly from the CGShape trademark holder.
(a) By completing the purchase and payment and/or downloading and/or using the Content in any manner, you accept this Agreement either for yourself or on behalf of your client, employer, third party entities and/or affiliates, and agree to be bound by its terms.
(b) If you are accepting this Agreement on behalf of your client, employer, third party entities and/or affiliates, you represent and warrant that you have full legal authority to bind your client, employer and/or such other entities and/or affiliates.
(c) If you do not accept or agree with all of the terms of this Agreement or if you do not have the authority to accept this agreement on behalf of others, you shall not accept the Agreement, download the Content or use the Content in any manner.
(d) This is a 'Standard License' agreement for the Content, subject to the restrictions described in its terms. Should you need to amend any of these restrictions, especially those related to the Permitted Uses of the Content, you may prefer to enter an 'Extended License agreement'. You can contact us for additional information in this regard.
(a) 'You' or the 'Client' means you or, if you are accepting on behalf of your client, employer, third party entities and/or affiliates, then 'you' means that client, employer, third party entities and/or affiliates.
(b) 'CGShape' or 'We' means the CGShape trademark holder, sole owner of the Content covered by this Agreement.
(c) 'Content' means any 3D model, texture, image, illustration, animation, photograph, film or video footage, visual representation generated optically, with a computer or by any other means, encoded in any file format, with any accompanying material that you receive from CGShape or download from the Site.
3. 'Standard License' Terms
(a) We hereby grant to you a non-exclusive, non-transferable, worldwide license to use the Content for the Permitted Uses defined in the corresponding section of this Agreement. Any activity or use which is not explicitly permitted is not permitted.
(b) A derivative work created from the Content does not constitute by itself an original work. Any use of the Content or derivative works that is not a Permitted Use constitutes copyright infringement.
(c) All other rights in and related to the Content purchased by you, including, without limitation, all copyright and intellectual property rights, are retained by CGShape.
(d) Any license rights related to the Content are contingent upon the effective payment of the purchase. In the event a purchase is reversed for any reason, this agreement shall terminate immediately and without notice.
(e) In the event a Client returns any Content, this agreement shall terminate immediately and the Client shall destroy promptly any and all the copies of the Content, including those made for back-up purposes.
3.1. Permitted Uses
Any use of the Content or derivative works that is not a Permitted Use constitutes copyright infringement.
(a) You may only use the Content for those editorial, advertising, promotional and other specific purposes which are Permitted Uses, as defined below. For clarity, you shall not use the Content in products for resale, license or other distribution. Modifying the content in any way does not constitute grounds for resale.
(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer the files containing Content or derivative works to your clients, employer or third parties, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. You may make one copy of the Content solely for back-up purposes.
(c) Permitted Uses for the 'Standard License'. Subject to the restrictions of the 'Prohibited Uses' described in the next section, the following are 'Permitted Uses' of the Content:
1. 'Editorial' publishing purposes, in any print or electronic format, where 'Editorial' purposes are those strictly related to events that are newsworthy or of general interest. This expressly excludes advertorial sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third party advertiser or sponsor.
2. Advertising and promotional projects, strictly not for resale or license, including printed materials, product packaging, merchandising, goodies, presentations, film and video presentations, commercials, corporate Web sites, catalogues, brochures, promotional greeting cards and promotional postcards.
3. Non-commercial, entertainment products and services, such as books and book covers, magazines, newspapers, editorials, newsletters, posters, toys, dolls, scale models, video, broadcast and theatrical presentations.
4. Non-commercial, educational and demonstration materials.
5. Non-commercial, electronic publications and Web pages.
6. Prints and other reproductions for personal use.
7. Any other use approved explicitly by CGShape in writing form, for an specific Client and Content.
(d) For electronic publications, including Web pages, the maximum allowed resolution is 1200x800 pixels for photographic, image and illustration Content; or 640x480 pixels for animation and video Content.
If in doubt about whether a certain use is permitted, please, contact us for clarification.
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or by an 'Extended License'. For clarity, the following are 'Prohibited Uses' and constitute copyright infringement:
1. Use or modify the Content in any way for resale, license or other distribution. For example, you are not entitled to modify a 3D model Content by adjusting its mesh, textures or materials, or by splitting, merging or incorporating it together with other 3D models; and then license or embed the resulting Content into a physical or intangible product or service for reproduction, resale, license or other distribution. This also applies to all other forms of Content and derivative works besides 3D models.
2. Embedding the Content into a software application or game.
3. Make the Content available in a manner such that a person can extract or access or reproduce the Content as an electronic file.
4. Incorporate the Content partially or completely in any product or service that results in a redistribution or reuse of the Content such as stock 3D models, textures, imagery, clip art whether over the Internet, privately owned websites or CD/DVD sets, or such as electronic greeting card web sites, web templates and the like.
5. Use any of the Content as part of a trademark, design mark, trade name, business name, service mark, or logo.
6. Use the Content in design template applications intended for resale, whether Web based or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates.
7. Use the Content in a fashion that is considered by CGShape, acting reasonably, or under the applicable law, as pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that may bring any person or property into disrepute.
8. Remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Content.
9. Sublicense, resell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement.
10. Install or use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other persons.
11. Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
12. Use the Content for Editorial purposes without including the following credit adjacent to the Content reproduction: 'Copyright CGShape. All rights reserved.'
4. Term of Agreement
This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any derivative works, along with any copies or archives of it and accompanying materials, where applicable, and ceasing to use the Content for any purpose. The Agreement also terminates without notice from CGShape if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content and accompanying materials; and (iii) if requested, confirm to CGShape in writing form that you have complied with these requirements.
5. Representations and Warranties
(a) The Content is provided “as is”, without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability. CGShape does not represent or warrant that the Content will fit your particular purpose or requirements.
(b) Refunds will be limited to the value of the purchased Content and be given only in the event that both parties agree that the said Content is not deemed reasonably 'usable'; or in the event that the download process is unsuccessful.
(b) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
6. Liability and Indemnification
(a) CGShape entire liability and your exclusive remedy, with respect to any claims arising out of your actions in downloading the Content, shall be as follows:
1. You may, upon request to CGShape, be permitted to download the Content again, at a location CGShape will provide for you.
2. If you continue to be unable to download the Content, CGShape will refund the fee actually paid by you for such Content, provided CGShape determines that you have been unable to download such Content successfully.
(b) In no event shall CGShape or any of its affiliates or Content providers or their respective directors, officers, employees, shareholders, partners or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation your use of, reliance upon, access to, or exploitation of the Content, or any part thereof, or any rights granted to you hereunder, even if CGShape has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
(c) In any event, the total maximum aggregate liability of CGShape under this agreement, the license provided hereunder, or the use or exploitation of any or all of the Content in any manner whatsoever shall be limited to the fees actually paid or payable by you to CGShape under this agreement in respect of the use of the relevant Content.
(d) You agree to indemnify, defend and hold CGShape, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the 'CGShape Parties') harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal advice fees) incurred by any CGShape Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
7. General Provisions
(a) You specifically agree and acknowledge that you have reviewed the terms of this Agreement and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
(b) CGShape failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(c) This Agreement is personal to you and is not assignable by you without CGShape prior written consent. CGShape may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
(f) The parties have requested that this Agreement and all related documents be drawn up in English.
If you have concerns relating to this Agreement, please contact CGShape through the support of the Site.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CGSHAPE AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CGSHAPE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CGSHAPE RELATING TO THE SUBJECT OF THIS AGREEMENT.