You want to purchase a royalty-free license for one of the 3D assets available on the venezArt Website, and are wondering what you can do with it? Here are some useful tips and answers.
What is the difference between the editorial and standard license?
Certain 3D assets are available under only an “editorial” license, which has certain restrictions. In particular, those assets (a) cannot be used for any commercial or promotional use; (b) cannot be used to suggest sponsorship, affiliation, or association with any person, brand, or company; and (c) can be used in only works that comment on or criticize the subject matter of the assets or newsworthy or public interest events associated with them (e.g., news articles, critical reviews, documentaries, etc.). You may edit an asset only if its editorial quality is not altered.
A standard license does not have all of the restrictions that apply to an editorial license, but there are some restrictions detailed below. In both cases, others can do the same, as none of the licenses on the venezArt Website are exclusive.
What is forbidden?
You may not use the 3D asset in a way that allows others to use or access the 3D asset as a stand-alone file (for instance, no sub-license or sale by you to others is allowed). For similar reasons, you may not distribute the 3D asset incorporated in a derivative work if the derivative work is too similar to the 3D asset (for instance, you may not print a 3D asset or a slightly modified version of it and sell it).
You may not use the 3D asset in a way that violates anyone’s intellectual property rights (e.g., copyrights, trademarks, patents, or rights of publicity), nor may you make a pornographic, defamatory or otherwise unlawful use. Similarly, you may not use the 3D asset for the direct or indirect promotion of alcoholic beverages, tobacco, gambling, weapons or explosives.
And you may not claim you are the creator or copyright holder of a 3D asset you purchased.
For a complete list of your rights and obligations, please read carefully the License Terms.
THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN YOU (DEFINED BELOW) AND THE LICENSOR (DEFINED BELOW). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.
Table of Contents
- Grant of Rights and Restrictions Subject to the terms of this Agreement
- Credit and Intellectual Property
- Warranty and Limitation of Liability
- Condition of Licensed Material
- No Cancellation by Licensee
- Royalty Free or Subscription Agreement
- Unauthorized Use and Termination
- Audit/Certificate of Compliance
- Electronic Storage
- Governing Law/Arbitration
- Sketchfab Is Not Involved
In this Agreement, the following definitions apply:
1.1. “Editorial Licensed Material” means any Licensed Material identified as “Editorial” or with other similar designation on the venezArt Website.
1.2. “Invoice” means the emailed invoice provided upon order confirmation, download and checkout that incorporates the terms of a License purchase for single Licensed Material or purchased via Subscription. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.3. “Intellectual Property” copyright, trademark, trade dress, patent, industrial design, trade secret, right to publicity, right to privacy or any other proprietary right.
1.4. “Licensed Material” means any 3D assets hosted, or any one or group of digital files, compiled and packaged, on the venezArt Website, as represented by still image or via its 3D player, as well as any film or video footage, audio product or visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any other product protected by copyright, trademark, patent or other Intellectual Property rights, which is licensed to Licensee under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.5. “Licensee” or “You,” whether capitalized in this Agreement or not, means the person or entity purchasing a License hereunder. For legal entities, “Licensee” and “You” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
1.6. “Licensee Work” means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.7. “Licensor” means the user of the venezArt Website who has made the Licensed Material available on the venezArt Website. You acknowledge and agree that you are licensing the Licensed Material from Licensor, not from venezArt, and that venezArt has no obligation to support or maintain the Licensed Material.
1.8. “Reproduction” and “Reproduce” mean any form of copying, performance, display, distribution, or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.9. “venezArt” means Venezart Dev Studio., its parents, affiliates, subsidiaries, co-venturers and licensed affiliates.
1.10. “venezArt Website” means the venezArt website, APIs, software applications, any software source code used, licensed or implemented by venezArt, and all other of venezArt’s Intellectual Property.
1.11. “Subscription” has the meaning set forth in Article 9.
1.12. “Seat” means the number of authorized individual access per License.
1.13 “Single-Seat” means that Licensee is allowed only one Seat per License, i.e. only one identified user or one identified user acting on behalf of an organization can access the Licensed Material under the License. Multiple users are not allowed to use the same Seat. If you wish to be granted a Multi-Seat license, please contact Licensor for a custom price quote.
2. Grant of Rights and Restrictions Subject to the Terms of this Agreement
2.1. Licensor grants to Licensee a nonexclusive, non-sublicensable, nontransferable, worldwide, revocable, paid, Single-Seat license to Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement, and subject to Licensee’s full and complete compliance with this Agreement (including, without limitation, the license conditions set forth in Paragraphs 2.2, 2.3 and 2.4 and payment in full of the Invoice) (the “License”).
2.2. As a condition of your continued rights under the License, you agree not to (a) sublicense, sell, assign or otherwise transfer, or attempt to do so, all or part of your rights under the Agreement; (b) sell, license, distribute or otherwise make available the Licensed Material as a stand-alone file (or group of files) or in a way that allows third parties to use, download, extract or access the Licensed Material as a stand-alone file (or group of files); (c) distribute the Licensee Work if (i) it is so similar to the original Licensed Material incorporated therein that the Licensee Work cannot qualify as an original work of authorship or (ii) the primary value of the Licensed Work lies with the Licensed Material itself; (d) violate any Intellectual Property rights or other applicable regulations, laws or industry codes while exercising your rights hereunder; (e) create pornographic, defamatory or otherwise unlawful material incorporating the Licensed Material, whether directly or in context or juxtaposition with other material or subject matter; (f) directly or indirectly promote alcoholic beverages, tobacco, gambling, weapons or explosives with the Licensed Material; (g) incorporate the Licensed Material into a logo, corporate name, trademark, service mark or other indicia of source; (h) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a stand-alone file (or group of files); or (i) falsely represent, expressly or impliedly, that you are the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
2.3. With regard to Editorial Licensed Material, your License is further conditioned upon you not using, and you agree not to use, the Editorial Licensed Material for any (a) commercial, promotional, endorsement, advertising or merchandising use (including, without limitation, any advertorial or any other use for which monetary or nonmonetary compensation is provided by a third-party advertiser or sponsor); (b) purpose that suggests the sponsorship, affiliation or association with any person, brand or company; nor (c) purpose other than to create a Licensee Work that comments on or criticizes (i) the subject matter of the Licensed Material; or (ii) newsworthy or public interest events associated with the Licensed Material (e.g., news articles, critical reviews, documentaries, etc.).
2.4. Editorial Licensed Material may be cropped or otherwise edited for technical quality, if the editorial integrity of the Licensed Material is not compromised, but shall not otherwise be altered under any circumstances.
2.5. While efforts have been made to caption correctly the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, neither Licensor, nor venezArt, warrants the accuracy of such information. Licensee shall rely upon solely the views of the Licensed Material on the venezArt Website and is encouraged to view the same through the venezArt 3D player.
2.6. If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Licensed Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
2.7. Licensee shall post terms and conditions on its permitted websites that prohibit, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file (or group of files).
2.8. If the Licensed Material is used on any social media platform or other third-party website, (i) any rights granted by this Agreement to Licensee shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon request, Licensee shall remove any Licensed Material from such platform or website.
3. Credit and Intellectual Property
3.1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly stated in this Agreement, Licensee is not granted any right or license, express or implied, to the Licensed Material.
3.2. Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: “[Video/Imagery] supplied by [Licensor]”.
3.3. Notice of Violations. Licensee will immediately notify Licensor and venezArt if Licensee becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any Intellectual Property rights of a third party or applicable law.
Except where Licensee is specifically notified in writing that a model and/or property release has been obtained, and in such event except to the extent of appropriate consents or authorizations in such release, Licensor does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos or registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s), consent(s) or authorization(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all required or necessary release(s), consent(s) or authorization(s).
5. Warranty and Limitation of Liability
THE LICENSED MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS, “WITH ALL FAULTS” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND; VENEZART MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING LICENSOR’S RIGHT OR AUTHORITY TO GRANT ANY RIGHTS IN OR TO ANY LICENSED MATERIAL OR LICENSEE’S RIGHT OR AUTHORITY TO USE AN LICENSED MATERIAL HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, VENEZART AND LICENSOR DISCLAIM, AND YOU WAIVE, ALL WARRANTIES CONDITIONS, COMMON LAW DUTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE IN TRADE, AUTHORITY, NON-INTERFERENCE WITH YOUR ENJOYMENT, ACCURACY, COMPLETENESS, REASONABLE CARE, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE OR VIRUSES OR FITNESS FOR A PARTICULAR PURPOSE. SKETCHFAB AND LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SKETCHFAB AND LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK. FOR CLARITY, IN NO EVENT SHALL SKETCHFAB HAVE ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
Licensee shall defend, indemnify and hold harmless Licensor, venezArt and their respective officers, directors, agents, contractors, representatives and employees from any and all losses, damages, liabilities, court costs and expenses (including attorneys’ fees, costs and expert witnesses’ fees), arising out of or as a result of a claim, suit, demand or action relating to or arising from: (i) Licensee’s exercise of its rights hereunder; (ii) any actual or alleged breach by Licensee of this Agreement; (iii) Licensee’s failure to obtain any required release; or (iv) Licensee’s negligence or willful misconduct. If you are prohibited by law from entering into the foregoing indemnification obligation, then you assume, to the extent permitted by law, any and all losses, damages, liabilities, court costs and expenses (including attorneys’ fees, costs and expert witnesses’ fees), arising out of or as a result of a claim, suit, demand or action that are the stated subject matter of the foregoing indemnification obligation.
7. Condition of Licensed Material
Because the Licensed Material is not represented or warranted to be accurate, complete, reliable or free of errors, defects or harmful components, Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before downloading or using any Licensed Material for Reproduction. Without prejudice to Section 5 above, venezArt and Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material, its caption or in any way from its Reproduction.
8. No Cancellation by Licensee
All purchases are final upon receipt by Licensee of an email confirming the order and enclosing the Invoice. Except as expressly set forth in this Agreement, Licensee shall have no cancellation or termination rights with respect to any License granted under the terms of the Agreement or any future subscription agreement. In the event of a reversal (“Reversal”) of any payment made in connection with the Licensed Material, Licensee’s rights to use the Licensed Material shall be deemed an Unauthorized Use pursuant to Section 10 hereinbelow.
9. Royalty Free or Subscription Agreement
9.1. Licensee may select to acquire the Licensed Material on a royalty-free or subscription basis as shall be set forth in the Invoice and in accordance with the Price List set forth on the venezArt Website. A royalty-free license means that the rights granted under this Agreement are granted “royalty-free,” meaning that you make a one-time payment and there are no future payments, royalties, fees, costs or expenses that are required or imposed upon you for the use of the Licensed Material.
9.2. If you purchase a subscription plan as will be specified in the Invoice, then you are agreeing to pay the fee specified in the Invoice at the time specified therein. As such, you may accrue monthly, quarterly or annual charges in connection with the subscription. Your subscription will be automatically renewed unless you send written notice of cancellation prior to the renewal date. Once renewed your License will be in effect for the terms specified in the Invoice and no proration or early termination will be permitted. Should the payment method provided by you become invalid you must provide a new form of payment within five days of notice. Failure to provide such form of payment may result in our suspension or termination of your account and this Agreement. Such suspension or termination will not affect your obligations through the date of such suspension or termination.
9.3. A subscription plan will require stored payment information. This stored payment information will be used to pay for your subscription and if you acquire Licensed Material outside of your subscription.
9.4. A subscription plan is nontransferable and may not be used by any party except the Licensee.
9.5. Should you use or download Licensed Materials in excess of the subscription plan set forth in your Invoice then you will be charged for such downloads at the current hosted “royalty-free” rate set forth on the venezArt Website. Those charges may vary and will be solely at the then current rate.
10. Unauthorized Use and Termination
Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to other remedies under this Agreement, you agree to pay to venezArta fee equal to up to 25 times the amounts paid hereunder for the unauthorized use of the Licensed Material. Licensor has the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; and (ii) destroy or, upon request, return the Licensed Material and, in the case of termination for cause, the Licensee Work in the possession or control of Licensee.
11. Audit/Certificate of Compliance
Upon reasonable notice, Licensee shall provide sample copies of Reproductions and Licensee Work containing Licensed Material to Licensor or venezArt, including by providing free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced or the Licensee Work resides. In addition, upon reasonable notice, Licensor or venezArt may, at their discretion, through their own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material or Licensee Work in order to verify compliance with the terms of this Agreement. If any such audit reveals any noncompliance with this Agreement, in addition to all other available remedies, Licensee shall reimburse venezArt or Licensor for the costs of conducting such audit. Where Licensor or venezArt reasonably believes that Licensed Material is being used outside of the scope of the License granted under this Agreement, Licensee shall provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by venezArt or Licensor.
12. Electronic Storage
For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Licensor, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material, and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.
Upon notice , or upon Licensee’s knowledge, that any Licensed Material may be subject to a claim of infringement, misappropriation or other interference of another’s right or Intellectual Property, Licensee may be required to immediately and at its own expense: (i) stop using the Licensed Material (including, without limitation, any Licensee Work containing a Reproduction of the Licensed Material); and (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical) (including, without limitation, deleting or removing the Licensed Material, or any derivative thereof, from any Licensee Work).
14. Governing Law/Arbitration
You agree that this Agreement will be deemed to have been made and executed in the State of North Carolina, U.S.A., and any dispute will be resolved in accordance with the laws of North Carolina, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Superior Court of Wake County, State of North Carolina or the United States District Court for the Eastern District of North Carolina. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Material or this Agreement. You also agree not to seek to combine any action or arbitration related to the Licensed Material or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
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.
No action of venezArt or Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of venezArt or Licensor 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 venezArt or Licensor 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.
This Agreement contains all the terms of the license agreement. No terms or conditions may be added or deleted. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee.
19. Held for Future Updates
Licensor may assign this Agreement without notice to you. You may not assign this Agreement or any of your rights under it without Licensor’s prior written consent, which may be unreasonably withheld, conditioned or delayed. This Agreement will inure to the benefit of and be binding upon the parties and their heirs, executors, administrators, legal representatives, lawful successors and permitted assigns.