posted this on November 13, 2013 09:02
These Terms may be translated into other languages, but the governing language is English in the event of any contradiction in terms between the English and foreign translation.
“TurboSquid” includes TurboSquid, Inc. and all licensed affiliates and partners that distribute Stock Media Products on behalf of TurboSquid, Inc.
“Stock Media Product” 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 Stock Media 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 Stock Media 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 TurboSquid websites, APIs, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by TurboSquid to provide such services; user interface layouts, designs, images, text, knowledge base 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.
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. General Use
1. General License to the Site.
a. Ownership. Except as expressly licensed to you in these Terms, and in other agreements provided to you by TurboSquid such as those regarding Stock Media Products, TurboSquid and the owners of the Stock Media Products retain all ownership, right, title, and interest in and to the services provided by TurboSquid, including the Site and all Stock Media Products.
b. Unauthorized Use. If you use the Site or Stock Media Products in an unauthorized way, TurboSquid may terminate your account and pursue other penalties, damages, losses, and profits to which TurboSquid is entitled under this agreement or at law or equity. The following uses of the Site are explicitly prohibited:
i. Except as expressly licensed to you, using an in-line link, frame, or forging headers around or URLs, or otherwise repackaging the Site in any way for commercial purposes;
ii. Obscuring or removing any watermark, copyright, or other proprietary notice from the Site or Stock Media Products;
iii. Mining, hacking, probing, spidering, crawling, or scraping the Site or Stock Media Products, or similarly gathering or extracting data (whether manual or robotic), including by indexing, caching, or aggregation;
iv. Decompiling, reverse engineering, or making derivative works;
v. Interfering (or engaging in any activity that may interfere) with any user’s experience;
vi. Testing for technical vulnerabilities, or circumventing any security measures or access restrictions; or
vii. Seeking contact information or other data on other users or visitors.
viii. Sharing any privately or semi-privately communicated information associated with the Services with anyone, unless you have the permission of the sending party. By way of example, you cannot take information sent to you in a private message or in a semi-private forum and make that information public or share it with any third party.
2. Material Submitted by You. TurboSquid does not claim any ownership or liability with respect to any material that you submit when using the Site. This section sets additional rules for your submission or consumption of any writing, imagery, or data to any forum, blog, or Stock Media Product (“forums”).
a. TurboSquid welcomes constructive criticism. However, you may NOT post anything that counteracts constructive, professional dialogue on 3D or related topics.
b. You may NOT submit anything that discloses, stores, or collects any contact information or any person’s personal information without that person’s permission.
c. You may NOT in any way post anything abusive, harassing, threatening, harmful, inaccurate, defamatory, libelous, pornographic, racist, or obscene.
d. You may NOT post any spam or advertising for other products or services. You may NOT post from multiple accounts, disrupt, flame, incite, or persist in repetitive or off-topic comments.
e. You are fully responsible for and shall act sensibly and with your best judgment on how and what you post to the Site.
f. You may NOT post or link to anything that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
g. You may NOT post or link to anything that infringes the rights of any third party or violates any law, rule, or regulation.
h. You may NOT re-post information elsewhere that requires a Site user account to access, such as private discussion forums or data reports.
You covenant, represent, and warrant to TurboSquid 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 the Site except pursuant to the terms of this agreement.
IV. Limitation of Liability
1. The Site is provided on an “as is”, “as available”, and “with all faults” basis. TurboSquid 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 the Site, and does not guarantee the accuracy or completeness of specifications associated with the Site, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
2. You assume all risk for any damage to your computer systems and network for any damage to your computer system caused by using the Site, including any damages resulting from computer viruses.
3. To the fullest extent permitted by law, TurboSquid 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 the Site, even if TurboSquid 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.
4. You agree to indemnify and hold TurboSquid and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("TurboSquid 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 Site and any material you submit.
V. Termination and General Terms
1. Entire Agreement. This agreement constitutes the entire agreement between you and TurboSquid, unless you have additional mutually agreed written license agreements with TurboSquid, such as the Royalty Free License, Publishing Agreement, or other corporate license. Corporate licenses are available with additional protections for additional fees. Please contact firstname.lastname@example.org if your organization requires a corporate license. TurboSquid does not offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized TurboSquid representative.
2. Termination; Material Breach. Your breach of these Terms or other applicable policies or agreements with TurboSquid may result in TurboSquid terminating your access to the Site, without any liability to TurboSquid. You may terminate these Terms at any time by ceasing to use the Site. You agree that any material breach of these Terms will result in irreparable harm to TurboSquid for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, TurboSquid 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 TurboSquid seeks such an injunction.
3. Import/Export Regulations. The Site may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular: (a) obtain any export, re-export, or import authorizations required by U.S.; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide, re-route, or otherwise package the Site to prohibited countries and entities identified in the U.S. export regulations.
4. Governing Law. This agreement is governed by New York 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 federal court located in New York, New York, 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 TurboSquid may, in its sole discretion, arbitrate disputes between the Site’s users involving the Site or Stock Media Products, and such findings shall be final and non-appealable. Either party may request that TurboSquid arbitrate the dispute, or TurboSquid may elect, at its option, to arbitrate the dispute. To resolve disputes, TurboSquid may decide to terminate or suspend users, revoke the license, offer replacement Stock Media Products, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). TurboSquid 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.
6. Notice. Any notice under this agreement shall be via email to email@example.com, provided that you receive an acknowledgement email from a TurboSquid representative within 5 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.
TurboSquid, Inc. c/o TurboSquid Support 935 Gravier St., Suite 1600 New Orleans, LA 70112
7. Assignment. TurboSquid 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 TurboSquid’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 TurboSquid, which will not be unreasonably withheld.
8. English. This agreement may be translated into other languages, but English is the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.