License Effective from July 6, 2015
I. Introduction & Definitions
This agreement is intended to be easy to understand, and to provide clarity for using Digital Products in the work you create (“Creations”). Over the years, MadhuRebba has been asked many questions about how Digital Products may be used in Creations, and we have attempted to answer those questions in this agreement.
Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations”, are defined in the text preceding the word. Other capitalized words are defined below:
“Digital Products” is the collection of one or more digital files, packaged in the form of a product on the Site that can be identified by a product ID, and that is uploaded by you, or otherwise made available to you, for Purchase on the Site. A Digital Product may include 3D models, texture maps, motion captures, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics, training materials, building components, sound effects, stock music, and videos. Additionally, a Digital Product may include a number of individual files of different file formats to make it easier for Customers to work in a variety of software applications (such as 3ds Max, Maya, and Cinema 4D), and may also include other files (such as jpeg images used for texturing), and images or other files that are used for promotional purposes. For Customers and their use in Creations, this definition also includes derivative and intermediary files used for that purpose.
"Site" refers to the MadhuRebba websites, API’s, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by MadhuRebba to provide such services; user interface layouts, designs, images, text, knowledgebase articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.
“Purchase” is the acquisition of a Digital Product by you from the Site under this agreement, whether as a purchase of Digital Product made available at a price of greater than $0, or a download of Digital Product made available at no charge.
“MadhuRebba” includes Madhu Rebba Design Pvt. Ltd. and all licensed affiliates and partners that distribute Digital Products on behalf of Madhu Rebba Design Pvt. Ltd.
“Product Page” is the product page or interface that displays Digital Products available for Purchase on the Site.
“Computer Game” is a type of Creation that includes digital games, computer-based games, handheld electronic games, mobile games, online games, social games, game mods, and console-based games.
“Imagery” is a Creation made of any single image or sequence of images.
“Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.
To make reading this agreement easier and less repetitive, the following constructions are used:
“Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.
“The following restrictions”, “the foregoing restrictions”, and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”
II. License Rights
1. Ownership. MadhuRebba does not grant title or ownership in Digital Products. All rights in Digital Products not expressly granted in this agreement are reserved by MadhuRebba for itself and its licensors.
2. Rights Granted. For Digital Products, MadhuRebba grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market Digital Products within Creations in the uses authorized in this agreement. You may request authorization for a use not covered by this agreement (“New Purpose”) by writing info(a)MadhuRebba.com. MadhuRebba is authorized to approve a New Purpose if MadhuRebba finds in its sole judgment that the New Purpose is substantially similar to another established use in this agreement, and authorizes the New Purpose in writing.
3. Rights Granted When Sharing Digital Products. If you Purchase as an employee of a corporate entity, sharing Purchased Digital Products with other employees of your corporate entity is allowed. Examples of allowed sharing include storing files on a networked hard drive, and aggregating Digital Products for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared Digital Product. In all cases, sharing Digital Products with external people or entities is only allowed in the following situations, and with the following restrictions:
a. In the production of a Creation owned by you, if you are working in collaboration with external parties, and there is a need to share Digital Products for the development and production of your Creation, sharing Digital Products with those external parties is allowed. Any external party that receives Digital Products may only use Digital Products on your Creations and must take reasonable care to secure and limit access to Digital Products to that purpose.
b. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor and need to share Digital Products with your Client, or any external parties working with your Client, sharing Digital Products is allowed, subject to the restriction that all parties may use Digital Products only for your Client’s particular Creation, and for successive versions of your Client’s Creation, such as sequel Computer Games or movies that utilize the same 3D models. All parties must take reasonable care to secure and limit access to Digital Products to the parties working on your Client’s Creation. For all other use by any party, Digital Products must be purchased again to create a new license agreement governing that use.
4.Editorial Use Restriction for Some Digital Products. The following restrictions apply to any Digital Product affixed with an “Editorial” notice on its Product Page. The Editorial notice is one way to alert you that certain subject matter depicted by Digital Products, such as a manufactured product under a brand name, may be protected by another party’s Intellectual Property rights (“Other-Party Intellectual Property”). Permitted use of Other-Party Intellectual Property in Digital Products is limited to news reporting in Creations of some cultural, editorial, journalistic, or otherwise newsworthy value, and includes news reporting on television and the internet. This restriction does not apply if you have the needed authorization to use the Other-Party Intellectual Property for your Creation, such as if you are the Intellectual Property owner yourself, or an Intellectual Property owner’s advertising team, hired party, or licensee purchasing that company’s product.
5. Other-Party Intellectual Property. MadhuRebba does not own or license any Other-Party Intellectual Property. MadhuRebba does not in any way make any representations or warranties about Other-Party Intellectual Property associated with Digital Products. You are solely responsible for determining the need for and, if appropriate, obtaining any needed Other-Party clearance, consent, or release to use any Other-Party Intellectual Property in your Creations.
6. Creations of Imagery.
Permitted Uses of Creations of Imagery. Subject to the following restrictions, you may use Creations of Imagery within news, film, movies, television programs, video projects, multi-media projects, theatrical display, software user interfaces; architectural renderings, Computer Games, virtual worlds, simulation and training environments; corporate communications, marketing collateral, tradeshow promotional items, booth decorations and presentations; pre-visualizations, product prototyping and research; mobile, web, print, television, and billboard advertising; online and electronic publications of blogs, literature, social media, and email campaigns; website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins; books, magazines, posters, greeting cards; apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, product packaging and manufactured products.
Restrictions on Permitted Uses of Creations of Imagery.
a. Digital Product Clearinghouse. You may NOT publish or distribute Creations of Imagery through another Digital Product clearinghouse, for example as part of an online marketplace for photography, clip art, or design templates.
b. Promotional Images. Images displayed for the promotion of Digital Products, such as preview images on the Digital Product’s Product Page (“Promotional Images”), may be used in Creations of Imagery, provided that the Digital Product itself has been Purchased and subject to the following restrictions:
i. You may NOT use a Promotional Image that has any added element which is not included as part of the Digital Product. An example of this type of restricted use is if the Digital Product contains a 3D model of a flying eagle, and there is a Promotional Image of that eagle rendered over an orange sky; however, the orange sky image is not included as part of the Digital Product. Other prohibited examples include use of Promotional Images from movies or advertisements that may have used Digital Product.
ii. You may NOT use any Promotional Image that has a logo, mark, watermark, attribution, copyright or other notice superimposed on the image without prior approval from MadhuRebba Support.
c. Business Logos. You may NOT use Imagery in any Creation that is a trademark, servicemark, or business logo. This restriction is included because the owners of these types of Creations typically seek exclusivity on the use of the imagery in their Creation, which is incompatible with the non-exclusive license granted to you under this agreement.
7. Creations of Computer Games and Software
Permitted Uses in Creations of Computer Games and Software. Subject to the following restrictions, you may include Digital Products in Creations of Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks.
Restrictions on Permitted Uses of Digital Products in Creations of Games and Software.
a. Interactivity. Your inclusion of Digital Products within any such Creation is limited to uses where Digital Product is contained in an interactive experience for the user and not made available outside of the interactive experience. Such a permitted example of this use would be to include a 3D model of organic character in a gaming application, in a way that the 3D model or its environment may be manipulated or interacted with.
b. Access to Digital Products. You must take all reasonable and industry standard measures to prevent other parties from gaining access to Digital Products. Digital Products must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. You may NOT publish or distribute Digital Products in any open format, or format encrypted with decryptable open standards (such as WebGL or an encrypted compression archive).
c. Open Systems. You may NOT include Digital Products in Creations that have the general functionality for importing and/or exporting Digital Products. An example of such a prohibited use is to include Digital Products as a starter library within a Creation that allows users to generally work with 3D models, even if the Digital Product itself is somehow protected and is not capable of being exported. Instead, the users of such a software application may Purchase Digital Products directly from the Site.
d. Virtual Good Sales. You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense Digital Products in Creations of virtual goods or worlds for any 3D community (“Virtual Market”), unless you or your Client owns the Virtual Market platform and it complies with the foregoing restrictions.
8. Creations of Physical Form.
Permitted Uses in Creations of Physical Form. Subject to the following restrictions, you may use Digital Products to make physical Creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewellery, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).
Restrictions on Permitted Uses in Creations of Physical Form.
a. Substantially Similar Creations. Permitted use of any Creation of Physical Form in which a Digital Product is untransformed or substantially similar to the Digital Product, is limited to personal use, gifts, or charitable donations, with a maximum of 5 instances of such Creation per Purchase; unless the Digital Product is a small part of a much larger array of other physical objects in the Creation. For example, if you are creating a real-world, physical human skeleton for manufacture for sale, it is permitted to add a 3D printed human head that exactly resembles the Purchased Digital Product, but it is not permitted to sell the 3D printed head by itself. Another permitted example of a Digital Product being a small part of a larger array is using a 3D model that ends up within an automobile as a part of the automobile.
b. No Other-Party Intellectual Property. You may NOT reproduce Other-Party Intellectual Property in any Creation of Physical Form for any purpose.
9. 3D Industry Promotional Use. If MadhuRebba has granted you, as a hardware or software partner, access to priced Digital Products on a free-of-charge basis, your use of Digital Products is restricted to internal testing for your 3D software or hardware products, and to the promotion of your software or hardware products with Creations of Imagery provided that an attribution of the artist’s name and the Site are included. You agree that should any Digital Products be used outside of these purposes in ways that are normally allowed after a Purchase, that you will promptly Purchase the Digital Products and otherwise comply with the terms herein.
10. Unauthorized Use. If you use Digital Products in an unauthorized way, MadhuRebba may terminate your account and pursue other penalties, damages, losses, and profits MadhuRebba is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:
a. Competition. You may NOT use Digital Products in a way that competes with the Site or the Digital Products themselves.
b. Re-Distribution. You may NOT re-distribute, publish, or make Digital Products available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.
c. Group Buying / Crowd Funding. You may NOT aggregate funds to Purchase Digital Products with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must Purchase individually.
d. Digital Product Clearinghouses. You may NOT publish, distribute, or make Digital Products available through any online clearinghouse infrastructure.
e. No Obscene or Unlawful Use. You may NOT use Digital Products for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.
f. False Attribution. You may NOT misrepresent yourself as the creator of Digital Products.
III. License Term and Termination
1. Term. Your right and license to Digital Products is perpetual, unless terminated as described herein.
2. Termination. Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of Digital Products must cease use, distribution, and destroy all copies of Digital Products.
a. Reversal of Purchase. Your right and license to Digital Products are contingent on your Purchase of Digital Products. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:
i. MadhuRebba reverses your Purchase at your request.
ii. MadhuRebba receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.
iii. MadhuRebba determines in its sole discretion that your Purchase was fraudulent.
iv. Your purchase was made with a dishonored check.
v. Your purchase was made and there is a bank transfer failure.
vi. When you are granted delayed payment terms, and fail to make payments such that MadhuRebba sends you notice and terminates your account.
You covenant, represent, and warrant to MadhuRebba that:
1. You have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any Purchase, had an opportunity to seek independent legal counsel.
2. You will not use Digital Products except pursuant to the terms of this agreement. Should you use Digital Products in an unauthorized way, you agree to any reasonable fee or penalty exercised by MadhuRebba under this agreement or applicable law.
3. You will, prior to Purchase, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Other-Party Intellectual Property shown in the digital rendering of Digital Products, and shall not use Digital Products to infringe any party’s Intellectual Property rights.
4. You will immediately notify MadhuRebba of any Intellectual Property claim against your use of Digital Products or any other rights issue, before disclosing such issue to any third-party.
V. Limitation of Liability
1. Digital Products are provided on an “as is”, “as available”, and “with all faults” basis. MadhuRebba makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of Digital Products, and does not guarantee the accuracy or completeness of specifications associated with Digital Products, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
2. MadhuRebba disclaims all express or implied conditions, representations, and warranties of any kind regarding Digital Products, including any implied warranty or condition of merchantability. MadhuRebba allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site’s policies.
3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Digital Products, including any damages resulting from computer viruses.
4. To the fullest extent permitted by law, MadhuRebba shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Digital Products, even if MadhuRebba has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence). To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply, but should be construed to the greatest extent applicable in such jurisdictions.
5. You agree to indemnify and hold MadhuRebba and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("MadhuRebba Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of your use of the Source Material or Creations.
VI. Other Terms
2. Material Breach. You agree that any material breach of these Terms will result in irreparable harm to MadhuRebba for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, MadhuRebba will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if MadhuRebba seeks such an injunction.
3. Import/Export Regulations. Digital Products may be subject to the Indian export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall with Digital Products: (a) obtain any export, re-export, or import authorizations required by India. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Digital Products to prohibited countries and entities identified in the Indian export regulations.
4. Governing Law. This agreement is governed by Indian law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or Secunderabad court located in Secunderabad, Telangana, India, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).
5. LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that MadhuRebba may, in its sole discretion, arbitrate disputes between MadhuRebba users involving Digital Products (including any purchaser or supplier of Digital Products), and such findings shall be final and non-appealable. Either party may request that MadhuRebba arbitrate the dispute, or MadhuRebba may elect, at its option, to arbitrate the dispute. After MadhuRebba elects to arbitrate any dispute hereunder, MadhuRebba will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and may not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, MadhuRebba may decide to terminate or suspend users, revoke the license, offer replacement Digital Products, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). MadhuRebba may award up to 3X the Purchase price to either party depending on the circumstances. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ACCEPTING THIS ARBITRATION PROVISION WAIVES RIGHTS TO JUDICIAL RESOLUTION, TRIAL BY JURY AND RIGHTS YOU WOULD OTHERWISE HAVE IF YOU HAD NOT AGREED TO THIS ARBITRATION PROVISION.
Madhu Rebba Design Pvt. Ltd.
Road no.9, Filmnagar
Jubilee hills, Hyderabad
500033, Telangana, India.
7. Assignment. MadhuRebba may not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of MadhuRebba’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this agreement without the prior written consent of MadhuRebba, which will not be unreasonably withheld.