VFX GRACE 3D MODEL LICENSE AGREEMENT
This is a license agreement between you (“You“ or “Member”) and VFX GRACE (“Us”) that explains how you can use our 3D Models ("Models") that you license from us. By downloading Models from the VFX Grace website or receiving them from us, you accept the terms of this license agreement.
Type of Licenses Available.
VFX Grace offers Royalty Free licenses for Commercial or Educational uses of the Models as incorporated in a final end use product (“Product”).
If you are interested in a commercial license, you must select the appropriate license type to obtain the license for the Permitted Uses, depending if you qualify as an Individual, Startup or Studio.
Individual License
This license is applicable to an individual (including but not limited to freelancer, amateur, and student) whose annual income does not exceed $150,000; this license does NOT grant the licensee to share the model with any other individual or entity.
If a company purchases this license for an employee, this model can only be used by such employee. Such model cannot be accessed by anyone other than such authorized individual. This company's annual income must not exceed $150,000.
Individual License is not applicable:
• TO an individual or 1- person studio, agency, team or other entity, with the annual income exceeding $150,000.
• TO multiple-person studio, agency, team or other entity.
• When the model(s) purchased are stored in shared storage accessible to others.
Breaching the terms of the license agreement may lead to automatic license revocation, thereby terminating the license and incurring legal liabilities.
Startup License
Applicable to team, or other entities with an annual income not exceeding $2,000,000; all authorized members can use the model(s).
This type of license covers any number of artists and subsidiaries, without limitation of physical locations, as long as the aforementioned criteria are met.
Studio License
If any entity's annual revenue exceeds $2,000,000, a Studio License is required to use the model for licensed purposes.
This type of license covers any number of artists and subsidiaries, without limitation of physical locations, as long as the aforementioned criteria are met.
Educational License
Educational License is limited to non-commercial use of the Models by an organization/individual to use the Models in connection with educational purposes to teach the end user. No commercial products may be created with this license.
Purchasing the wrong license for your use will invalidate your license, and any project that incorporates the improperly licensed Model will be considered an unauthorized use and a violation of our copyright.
Royalty Free means that once you pay the license fee for a Model, you do not need to pay an additional fee for the continued use of the Model provided it is incorporated into the same Product. It does not mean You are free to use the Model without paying a license fee.
Each commercial license grants you a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Model, as incorporated in a Product in any and all media for all Permitted Uses other than those uses prohibited by the Restrictions below or without acquiring an extended license, if applicable.
Educational licenses are limited to non-commercial educational use to an end user.
Permitted Uses include:
Electronic use including website use, online or mobile advertising, social media posts, mobile devices, software, e-cards*, e-publications* (books magazines or blogs);
Video or Electronic Game use if the Product is within a proprietary format and the Product displays within the game during play, but users cannot distribute or sell the Product or the Models within a virtual world;
Audio Visual Use, including film, television, multimedia or animation;
Printed books and paper products and goods, print advertising, billboards, tradeshows, packaging (You may not sell prints of the Model itself unless the Model has been modified and incorporated into a Product;
3D digital worksheets, documents or presentations;
Limited 3d Printing use is permitted for personal, non-commercial use of the Model and limited to 5 printings of the Model. This type of application is ONLY allowed if the user prints for personal, non-commercial use and within 5 pieces. Other than that, the custom agreement is applicable. You may not create molds of the Models and sell the Molds.
Exclusive licenses may be available upon payment of an additional license fee.
Custom Models may be commissioned upon request. Custom Model licenses are required for any uses outside of the Permitted uses and not all uses will be permitted under a Custom Model.
Others Who May Use the Models. You may permit Members (such as your contractors, subcontractors, employees, or third parties) to use the Models as necessary for the preparation of the Product that incorporates the Models, provided that such Members agree to abide by the provisions of this Agreement. You may license Models on behalf of a third-party client (“Client”) provided you represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client this Agreement; and (ii) if the Client subsequently disputes such power or authority, You shall be liable for any failure of the Client to comply with the terms of this Agreement.
Restrictions.
No Sales of the Models or Derivative Models. While you may incorporate the Model or a derivative (modified) Model in a Product, you may not resell the Model or any Derivative Model outside of the Product.
No Unlawful Use: You may not use the Models for any pornographic, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable laws, regulations and/or industry codes.
No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Models, nor may You make the Models available in the form of fine art prints.
No Trademark Use: Models shall not be incorporated into a logo, corporate ID, trademark or service mark.
No Standalone File Use: You may not make the Models or any derivative Models available (separate from its incorporation in any Product) in any medium accessible by persons other than authorized Members, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Models as a standalone file or create molds of the Models and sell the Molds.
You are responsible for the security of the Models and must use the appropriate restrictions applicable to the Product, including but not limited to proprietary disc format such as Xbox 360, or Playstation; proprietary Product format; or using a proprietary and/or password protected database or resource file that stores the Product; or encrypting the Product data.
No Electronic Template Use or On Demand Product Use: Without obtaining a custom license You may not: (i) include the Models in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Models on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Models is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.
No Machine Learning, AI, or Biometric Technology Use: You may not use Models (including any caption information, keywords or other metadata associated with Models) for any machine learning and/or artificial intelligence purposes.
No Metadata Exploitation. You may not use the caption information, keywords, accompanying text, or other metadata associated with Models separate and apart from the Models, or allow any third parties to access or use any such information associated with Models.
NFTs: You may not Use Models in connection with an immutable digital asset intended for sale (such as a non-fungible token).
Credit and Intellectual Property.
Copyright. No ownership or copyright in any Models shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, VFX Grace grants You no right or license, express or implied, to the Models.
Notice of Violations. You will immediately notify us if you become aware or suspect that any third party that has wrongfully gained access to the Models through you, or is violating any of VFX Grace intellectual property rights. You agree to cooperate with us in connection with any unauthorized use and take all steps reasonably requested by us.
User Accounts. You will be responsible for tracking all activity for your user account, and you agree to: (a) maintain the security of your passwords and username; (b) notify us immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account.
Payment and Refunds.
No Model is delivered or any license is granted until full payment of VFX Grace’ license fee is received. If you have NOT downloaded the licensed Model, you may request a refund within seven (7) days of purchase. If you have downloaded but haven't used the licensed Model, you may request a store credit within seven (7) days of purchase and certify that you have deleted the files representing the licensed Model.
Unauthorized Use and Termination.
The license contained in this Agreement will terminate automatically without notice from Us if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Models and any derivatives, (ii) destroy or, upon our request, return the Models to Us, and (iii) delete or remove the Models from Your premises, computer systems, back-ups, and storage (electronic or physical).
Revocation.
We reserve the right to revoke the license to use any Models for good cause and elect to replace such Models with alternate Models. Upon notice of any revocation of a license for any Models, You shall immediately cease using such Models, shall take all reasonable steps to discontinue use of the revoked Models in products that already exist and shall inform all end-users and clients of the same. The replacement Models license terms are subject to the same terms of this Agreement If the Model is reproduced on a social media platform or other third-party website, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Models contrary to the terms of this Agreement, and (ii) in such event, upon Our request, You shall remove any Models from such platform or website.
Warranty and Limitation of Liability.
VFX Grace warrants that: (i) the Models will be free from defects in material and workmanship for thirty (30) days from delivery and Your sole and exclusive remedy for such breach is the replacement of the Models); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Your use of the Models in accordance with this Agreement and in the form delivered by VFX Grace will not infringe on any copyright or moral right.
Caption/Metadata Disclaimer. While VFX Grace has made reasonable efforts to correctly categorize, keyword, caption and title of the Models, VFX Grace does not warrant the accuracy of such information, or of any metadata provided with the Models.
No Other Warranties. Except as provided in this section above digital files are provided "as is." VFX Grace makes no representation or warranty, either express or implied, included but not limited to any implied representations, warranties or conditions, fitness for any particular purpose, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. VFX Grace makes no representation or warranties that the use of the Models will be uninterrupted or error free. The use of the Models is at your own risk.
VFX GRACE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE MODELS, OR OTHERWISE, EVEN IF VFX GRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. VFX GRACE'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE MODELS (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE LICENSE FEE. VFX GRACE SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE MODELS BY YOU OR THE CONTEXT IN WHICH MODELS IS USED BY YOU.
Indemnification.
Your Indemnity. You shall defend, indemnify and hold harmless VFX Grace and its parent, subsidiaries, commonly owned or controlled affiliates, Models providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Models outside the scope of this Agreement; or (ii) any other actual or alleged breach by You of this Agreement.
Miscellaneous Terms.
Assignment. This agreement is personal to you and is not assignable by you without VFX Grace’s prior written consent. VFX Grace may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit/Certificate of Compliance. Upon reasonable notice, You shall provide sample copies of Products, including by providing VFX Grace with free of charge access to any pay-walled or otherwise restricted access website or platform where the Model or Products are incorporated. In addition, upon reasonable notice, VFX Grace may, at its discretion, either through its own employees or through a third party, audit your records directly related to this Agreement and use of Models in order to verify compliance with the terms of this Agreement.
Electronic Storage. For all Models delivered to You, You must retain the copyright symbol, the name of VFX Grace, the Models' identification number and any other information as may be embedded in the electronic file containing the original Model. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Models.
Confidentiality. You acknowledge that certain information such as pricing and special licensing considerations granted to You are valuable trade secrets and will not be disclosed to any other parties without prior written consent of VFX Grace.
Choice of Law/Attorney's fees
This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. You agree that the Federal District or State Court of the State of New York, County of New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If VFX Grace is obligated to go to court to enforce any of its rights, then You agree to reimburse VFX Grace for its legal fees and disbursements if VFX Grace is the prevailing party.
Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
Entire Agreement. This Agreement is intended for business customers of VFX Grace and contains all the terms of the license agreement, together with any Invoice. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by VFX Grace and accepted in writing by you or your authorized representative. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by You, the terms of this Agreement shall govern.
Taxes. You agree to pay and be responsible for any and all applicable sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your Use of the Models.
