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End User License Agreement

This Agreement governs the terms by which clients of NONECG obtain the right to use a stock 3D model content marked as “License Type: Standard”, provided by the NONECG 3D Models Store through the web site located at http://www.nonecg.com (the “Site”) or directly from the owners of NONECG.

 

1.Background of Agreement

(a)  In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “NONECG” or “we” means NONECG, operator of the Site; and (iii) “Content” means any 3D Model, data, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

(b)  This Agreement is set up as a document where you will enter into an standard royalty-free content license (the “Standard License”). Your download of Content will be subject to these Standard License terms.

 

2. Standard License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by NONECG.

If you are purchasing a bundle of items, each of them is covered by its own license. For instance, if you buy a bundle of Contents under an Standard License, you are entitled to use them in different projects.

 

3. Permitted Standard License Uses:

(a)  You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution. Modifying the content in any way does not constitute grounds for resale. For example, you cannot superficially modify the Content, for purposes of resale by adjusting 3D mesh data, or re-rendering, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b)  Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Contet:

1. Advertising and promotional projects, including printed materials, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license).
2. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations.
3. Educational and demonstration materials.
4. On–line or electronic publications.
5. Prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution.
6. Motion picture or video, including commercial ones.
7. Print, poster and other reproduction, included those intended for resale.
8. Computer or console based game or application, including commercial ones.
9. For cases specified in (6), (7) and (8) you are entitled to use the Content in exactly one project (no more).
10. Any other uses approved in writing by NONECG.

(c)  The Content has to be incorporated into your final product in a way that the end user of it cannot access the Content itself. For example, in the case of a computer application, you must assemble your final product in a protected and secure file format so that the users of your product cannot access the Content itself. Following this example, you must not distribute with your final product a folder or file that includes the Content itself. If there is any doubt that a proposed use is a Permitted Use, you should contact NONECG for guidance.

 

4. License Prohibitions

Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

1. Use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates.
2. Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo.
3. Incorporate the Content in any product that results in a re-distribution or re-use of the Content such as stock imagery, clip art whether over the internet (3rd party sites such as istockphoto) privately owned websites or CD/DVD sets, or such as electronic greeting card web sites, web templates and the like, or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file.
4. Use the Content in a fashion that is considered by NONECG (acting reasonably) as or under applicable law is considered infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute.
5. Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content.
6. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement.
7. Install and 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 users.
8. 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.
9. Use the Content for editorial purposes without including the following credit adjacent to the Content: “©NONECG".
10. Individually or in combination with others, reproduce the Content, or an element of the Content.
11. Use the Content in more than one project for the Standard Permitted Uses (6), (7) and (8) described in the previous section.
12. Distribute the Content with your final product in such a way that the end users can have access to the Content itself.

 

5. Term of Agreement

(a)  This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose.

(b)  The Agreement also terminates without notice from NONECG 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 or accompanying materials; and (iii) if requested, confirm to NONECG in writing that you have complied with these requirements.

(c)  NONECG reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.

 

6. Limited Representations and Warranties

THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NONECG DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT NONECG) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. REFUNDS WILL BE LIMITED TO THE VALUE OF PURCHASED CONTENT AND GIVEN ONLY IN THE EVENT THAT SAID CONTENT IS NOT DEEMED REASONABLY "USABLE" BY BOTH PARTIES OR IN THE EVENT THAT THE DOWNLOAD PROCESS HAS BEEN UNSUCCESFUL.

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.

 

7. Limitation of Warranties and Liability

(a)  NONECG entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

You may, upon request to NONECG, be permitted to download the Content again, at a location NONECG will provide for you.
If you continue to be unable to download the Content, NONECG will refund the fee actually paid by you for such Content, provided NONECG determines in its sole and absolute discretion that you have been unable to download such Content successfully.

 

(b)  IN NO EVENT SHALL NONECG 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 WE HAVE 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 NONECG 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 BY YOU TO NONECG UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

 

8. Indemnification

You agree to indemnify, defend and hold NONECG, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “NONECG Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any NONECG 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.

 

9. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Use 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)  NONECG 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 NONECG prior written consent. NONECG 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 even 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.

 

10. Contact

If you have concerns relating to this Agreement, contact NONECG at info@nonecg.com.

 

11. Acknowledgement

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 NONECG 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 NONECG, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND NONECG RELATING TO THE SUBJECT OF THIS AGREEMENT.

 

© NONECG 2010-2012. All rights reserved.