HiveWire 3D Commercial License Agreement

I. DEFINITIONS

1. "Content" refers to any material published at the Company including, but not limited to, 3D models, textures, brushes, plugins, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, audio files, videos, images, and software.

2. "For Sale Content" includes all Content that requires a purchase of license rights, as distinguished from Content available for free download.

3. "User" refers to any person who makes use of any portion of the Company website, products or services.

4. "Service" refers to the transmission, license, or purchase of Content to and from the Company via the Company Website, or any approved web portal either currently in existence or in the future.

5. "Valid Sale" refers to a sale of license rights in Content or other property via the Company, where the appropriate share of proceeds is received by a Seller who published the Content. Content For Sale via the Company which is returned is not an example of a Valid Sale.

6. "Seller" refers to the submitting individual or business who publishes Content at the Company. Seller is also sometimes referred to as a Contributing Artist.

7. "Derivative Content" refers to any content product that is created using any method that involves reverse engineering, decompiling, disassembling, modifying, or any other practice, either currently in existence or in the future, that results in a content product that is competitive in nature to the original content product from which is was derived or that circumvents the need for a user to obtain the original product in order to use said derivative. 

HiveWire 3D grants to the User who purchases license rights to Commercial License Content via a Valid Sale at 10 times standard product price, a non-exclusive, worldwide license in any medium now known or hereinafter invented to: (a) promote, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; and (b) use the name and likeness of any individuals represented in the Content only in connection with Your material. The User license to Content in this paragraph applies to Commercial License Content. Any sale, posting, sharing or republication, including sale or distribution of Commercial License Content is prohibited. Approved distribution or use of Commercial License Content includes, but is not limited to:

(i) as rendered imagery (still or moving).

(ii) as Content published within a book, poster, t-shirt or other item. 

(iii) as purchased by a game’s creator(s) as part of a game if the Content is contained inside a proprietary format and displays inside the game during play, but not for users to re-package as goods distributed or sold inside a virtual world.

User understands and agrees that certain Content may contain third party copyrighted or trademarked material and will require additional licensing, permissions, releases, or rights clearance for any non-editorial use. User and their legal advisors should consider this and obtain such rights, if necessary, before purchasing, downloading or using any Content.

Items that pertain to this Commercial Licensing Agreement are detailed in the attached Exhibit A.

1. RIGHTS NOT GRANTED. Absent a written grant of rights greater than previously stated above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of HiveWire 3D or its contributing artists. User understands and agrees that User is prohibited from:

(a) resale or redistribution by the User of any Content obtained from the Company, whether For Sale or freely available for download, whether part of a Valid Sale or not, unless it is used as Commercial License Content as licensed above;

(b) any other distribution that would require a written grant of rights greater than that stated above. User understands that all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of HiveWire 3D or its contributing artists.

(c) creation, resale or redistribution of Derivative Content based on any item available on any portion of the HiveWire 3D website(s), services, or any approved web portal either currently in existence or in the future.

2. GENERAL RESTRICTIONS AND TERMS OF USE. The Content may be copied in whole or in part for User's exclusive use. Unauthorized copying of the Content is expressly forbidden. User expressly agrees to include the Company's (and third parties, if any) copyright notice(s) and proprietary interest(s) on all copies of the Content, in whole or in part, in any form, including data form, made by User in accordance with this Agreement. The Content is provided for User's exclusive use. User does not have the right to provide the Content to others in any form or on any media. Specifically, You (the User) may copy the Content onto the storage device of an unlimited number of computers; provided that all such computers are physically located at Your business, or if You are an individual, Your place of residence located at a single specific street address (or its equivalent).

You may (i) access, use, copy and modify the Content stored on such computers at such single location in the creation and presentation of animations and renderings which may require runtime access to the Content, and (ii) incorporate two dimensional images (including two dimensional images that simulate motion of three dimensional objects) derived from the Content in other works and publish, market, distribute, transfer, sell or sublicense such combined works; provided that You may not in any case: (a) separately publish, market, distribute, transfer, sell or sublicense any Content or any part thereof; or (b) publish, market, distribute, transfer, sell or sublicense renderings, animations, software applications, data or any other product from which any original Content, or any part thereof, or any substantially similar version of the original Content can be separately exported, extracted, or de-compiled into any re-distributable form or format. Subject to the foregoing limitations, and the rights, if any, of third parties in or to the objects represented by the Content, You may copy, distribute, and/or sell Your animations and renderings derived from the Content. All other rights with respect to the Content and their use are reserved to the Company (and its licensors).

II. GENERAL TERMS

In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.

1. INFRINGEMENT WARRANTY. The Company warrants to the User that, to the best of its knowledge, the digital data comprising the Content do not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was the digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that the Company makes no representation or warranty with respect to infringement of any third party's rights in any image, trademarks, works of authorship or object depicted by such Content.

2. RETURNED CONTENT. In the event a User returns any Content, whether acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the User must immediately destroy any and all copies contained on any type of media under the control or possession of the User.

3. OTHER RESTRICTIONS. This Agreement is Your proof of license to exercise the rights granted herein and must be retained by You. User shall not give, sell, rent, lease, sublicense, or otherwise transfer or dispose of the Content on a temporary or permanent basis without the prior written consent of the Company. The Company's Content and/or contracts are non-transferable and shall only be used by the Licensed User. User may not reverse engineer, de-compile, disassemble, retopologize, de-rez, or create derivative works from the Content, nor use the Content, or any derivation thereof, as a template mesh for creating Content. These restrictions do not pertain to rendered images or pre-rendered animations.

4. PROTECTION AND SECURITY. User agrees not to disclose, publish, release, transfer, or otherwise make available the Content, or any portion thereof, in any form, to any person, other than User's employees, without prior written consent from the Company. User agrees that the Content is the property of and proprietary to the Company, and further agrees to protect the Content and all parts thereof from unauthorized disclosure and use by its agents, employees, or customers. User shall be exclusively responsible for the selection, supervision, management, control, and use of the Content. User agrees to do all within their power to insure that their employees or any other user of the Content, complies with the terms and conditions of this Agreement. And User agrees to do all within their power to insure that their employees or any other user of the Content refrains from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the Content.

5. EXPORT RESTRICTIONS. The Content may be subject to the export controls of the United States Departments of State and Commerce and User agrees to fully comply with all applicable United States export regulations governing export, destination, ultimate end user, and other restrictions relating to the Content.

6. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. If You are acquiring the Content on behalf of any unit or agency of the United States Government, the following provision applies-- It is acknowledged that the Content and the documentation were developed at private expense and that no part is in the public domain and that the Content and documentation are provided with restricted rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in Subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or Subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/Manufacturer is the Company, LLC, 452 West Amber Glow Lane, Draper Utah 84020.

7. PATENT, COPYRIGHT, AND TRADE SECRET INDEMNITY. User agrees to indemnify and hold harmless the Company against all liability resulting from or related to any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon the use by User of the Content, or any portion thereof, in whatever form, or the exercise by User of any rights granted under this Agreement.

8. LIMITED WARRANTY. The Company warrants that the Content will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of receipt. Upon the return of the defective media and a copy of the invoice, the Company has the option to replace the media or refund the purchase price as in-store credit. In the event the Company elects to refund the purchase price, User's License is revoked and User warrants and agrees to return the Content to the Company and to destroy any and all copies made therefrom. In no event shall the Company's liability exceed the purchase price of the License of the Content. If the media was damaged by accident, abuse, or misapplication, the Company shall have no obligation to replace the media or refund the purchase price. All replacement media will be warranted for a like period of seven (7) days. There is no warranty after the expiration of the warranty period.

9. NO OTHER WARRANTIES. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE, WITH RESPECT TO THE 3-D MODEL(S), AND THE ACCOMPANYING WRITTEN MATERIALS. IN NO EVENT SHALL THE COMPANY OR ITS DEALERS, DISTRIBUTORS, OFFICERS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR OTHER LEGAL OR EQUITABLE GROUNDS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE 3-D MODEL(S), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. NO LIABILITY FOR HARDWARE. User assumes complete responsibility for all hardware used in conjunction with the Content. The Company shall not be responsible in any way for the non-performance or malfunction of any hardware used in conjunction with the Content, nor for any damages whatsoever arising out of the use of any hardware.

11. INDEMNIFICATION. User shall defend, indemnify, and hold the Company harmless from any actions, claims, or proceedings with respect to the Content or other provisions of this Agreement.

12. REMEDIES. The remedies provided herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy herein provided or otherwise available to the Company shall impair or affect the Company's right to exercise the same. An extension of indulgence or forbearance (which must be in writing) shall not otherwise alter or affect the Company's rights or obligations nor be deemed to be a waiver thereof. The parties hereto agree that breach of any provisions of non-disclosure, secrecy, confidentiality, copying, use, protection, and security in this Agreement by User will cause immediate and irreparable damage and injury to the Company. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threatened breach of any such provisions. The parties agree that in such event the Company shall be entitled by right to an Injunction restraining the User from violating any of said provisions. User hereby acknowledges that the Company has disclosed or will disclose to User valuable proprietary data set products, which are new and unique and give the Company a competitive advantage in the marketplace; that the Company intends to use such information to expand its business throughout the world; and that a violation of any of the provisions of this Agreement is material and important and the Company shall, in addition to all other rights and remedies available hereunder, at law or otherwise, be entitled to a Temporary Restraining Order and an Injunction to be issued by any court of competent jurisdiction enjoining and restraining User from committing any violation of said provisions, and User shall consent to the issuance of such Injunction. User acknowledges that the remedies provided for in this Agreement are not injurious to nor violative of any public interest or policy, and will not create a hardship greater than is necessary to protect the interest of the Company.

13. GENERAL PROVISIONS.

a. Costs and Expenses of Enforcement. In the event of the failure of either party hereto to comply with any provisions of this Agreement, the defaulting party shall pay any and all costs and expenses, including reasonable attorneys' fees arising out of or resulting from such default (including any incurred in connection with any appeal), incurred by the injured party in enforcing its rights and remedies, whether such right or remedy is pursued by filing a lawsuit or otherwise.

b. Governing Law, Jurisdiction, and Venue. This Agreement is governed by the laws of the State of Utah. Jurisdiction and venue for the enforcement of this Agreement shall be found exclusively in the courts within Salt Lake County, State of Utah.

c. Further Information. Should you have any questions concerning any of the provisions of this Agreement, or if you desire to contact the Company, please write: HiveWire 3D, LLC, 452 West Amber Glow Lane, Draper, Utah 84020. If you need technical support for a HiveWire 3D product, please submit your support request via our online support ticket system at:

http://hivewire3d.com/help

d. Trademark and Copyright. All the Company products are trademarks or registered trademarks of HiveWire 3D, LLC All other brand and product names are trademark or registered trademark of their respective holders.

14. MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS. The Company reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. The Company may also delete, or bar access to or use of, all related information and files. The Company will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. The Company may amend these Terms at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by You prior to use.

III. DISCLAIMER OF WARRANTIES

YOUR USE OF THE WEBSITE, SERVICE AND THE COMPANY CONTENT ARE AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED ABOVE), ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE OR CONTENT.

 

THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR USE OF CONTENT WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE OR WITH THE CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE OR CONTENT WILL BE CORRECTED. 

THE COMPANY MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT THE COMPANY. THE COMPANY WILL NOT BE LIABLE TO A MEMBER OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF EITHER THE COMPANY WEBSITE OR ANY CONTENT PUBLISHED AT THE COMPANY, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

 THE COMPANY DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH THE CONTENT, INCLUDING BUT NOT LIMITED TO, MEASUREMENTS, WEIGHT, DURABILITY, STRENGTH, MATERIALS, GENERAL PHYSICAL PROPERTIES, GENERAL CHEMICAL PROPERTIES, REGULATORY COMPLIANCE, OR OTHER ENGINEERING OR CONSTRUCTION ATTRIBUTES.

 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR BY OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

IV. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE CONTENT OR WEBSITE, EVEN IF THE COMPANY PARTIES HAVE 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), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE CONTENT OR WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE CONTENT OR WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. 

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

 HiveWire 3D, LLC - 2013

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Contact HiveWire 3D, LLC:

website: www.hivewire3d.com

Address:
HiveWire 3D, LLC
452 West Amber Glow Lane

Draper, Utah 84020

Exhibit A.