- Introduction & Definitions
- License Rights
III. License Term and Termination
- Limitation of Liability
- Other Terms
- Introduction & Definitions
This agreement is intended to be easy to understand, and to provide clarity for using Licensed Products in the work you create (“Creations”). Over the years, TurboSquid has been asked many questions about how Licensed 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:
“Licensed Product” means any Stock Media Product that includes or that bears one or more of the following trademarks: Ethan Allen and the respective emblems and scripts associated with those trademarks and the trade dress of products produced by Ethan Allen.
"Site" refers to the TurboSquid 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 TurboSquid 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 Stock Media Product by you from the Site under this agreement, whether as a purchase of Stock Media Product made available at a price of greater than $0, or a download of Stock Media Product made available at no charge.
“TurboSquid” includes TurboSquid, Inc. and all licensed affiliates and partners that distribute Licensed Products on behalf of TurboSquid, Inc.
“Product Page” is the product page or interface that displays Licensed Products available for Purchase on the Site.
“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.”
- License Rights
- Limited License. Ethan Allen, the respective emblems and scripts associated with those trademarks and the trade dress of products produced by Ethan Allen ("Ethan Allen") (the “Ethan Allen Properties”) are owned exclusively by Ethan Allen. You acknowledge and agree that Ethan Allen owns all right, title, and interest in and to Ethan Allen Properties. You further acknowledge and agree that you shall have no claim of ownership in Ethan Allen Properties and shall not seek to enforce any right against Ethan Allen or against any third party based on Ethan Allen Properties in any forum for any purpose.
- Right to Revoke Limited License. Ethan Allen has the right, in its sole discretion, to revoke your limited license to use Licensed Product for any reason.
- Restrictions on All Permitted Users. The following restrictions apply to uses of the Licensed Products.
a. Declared Use. You may NOT use the Licensed Product for any use other than that declared in your TurboSquid customer application for the Purchase, subject to further restrictions as contained herein.
b. Positive Light. Your use of the Licensed Product must NOT feature any illegal drug use, sex, nudity, racism, death, violence, gore, or foul or illicit language. You may NOT remove any branding or trade dress from a Licensed Product or devise any tarnishing use of the brand depicted by a Licensed Product.
c. Accuracy. Except as part of safety training materials or a pre approved use, Ethan Allen products may not be damaged.
d. Police. No negative interaction with police is acceptable, and no police officer may be injured or killed.
- Unauthorized Use. If you use Licensed Products in an unauthorized way, TurboSquid may terminate your account and pursue other penalties, damages, losses, and profits TurboSquid 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 Licensed Products in a way that competes with the Site or the Licensed Products themselves.
b. Re-Distribution. You may NOT re-distribute, publish, or make Licensed Products available to any third party except in the form of a permitted Creation that is shared solely to the extent it is specifically authorized in this agreement.
c. Group Buying. You may NOT aggregate funds to Purchase Licensed 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. Stock Media Product Clearinghouses. You may NOT publish, distribute, or make Licensed Products available through any online clearinghouse infrastructure.
e. No Obscene or Unlawful Use. You may NOT use Licensed Products for any defamatory, harassing, 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 Licensed Products.
- Use Application. If your application for use of a Licensed Product is accepted, the following use of such Licensed Product is permitted provided you comply with the restrictions and obligations of this agreement. If the use application is not accepted, the Purchase will be reversed.
Virtual Staging Use: Approved on a case-by-case basis at Ethan Allen’s sole discretion.
III. License Term and Termination
- Term. Your right and license to Licensed Products is perpetual, unless terminated as described herein.
- Termination. Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of Licensed Products must cease use, distribution, and destroy all copies of Licensed Products.
a. Reversal of Purchase. Your right and license to Licensed Products are contingent on your Purchase of Licensed 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. TurboSquid reverses your Purchase at your request.
ii. TurboSquid receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.
iii. TurboSquid 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 TurboSquid sends you notice and terminates your account.
vii. Ethan Allen withdraws its permission as set forth above.
b. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to Licensed Products. If you detect a violation of the license grant by you or any recipient of shared Licensed Products in accordance with this agreement, and promptly report the violation to email@example.com, TurboSquid will make a good faith effort to find an appropriate remedy to preserve your license grant.
You covenant, represent, and warrant to TurboSquid that:
- 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.
- You will not use Licensed Products except pursuant to the terms of this agreement. Should you use Licensed Products in an unauthorized way, you agree to any reasonable fee or penalty exercised by TurboSquid under this agreement or applicable law.
- 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 Licensed Products, and shall not use Licensed Products to infringe any party’s Intellectual Property rights.
- You will immediately notify TurboSquid of any Intellectual Property claim against your use of Licensed Products or any other rights issue, before disclosing such issue to any third-party.
- Limitation of Liability
- Licensed Products are 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 Licensed Products, and does not guarantee the accuracy or completeness of specifications associated with Licensed Products, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
- TurboSquid disclaims all express or implied conditions, representations, and warranties of any kind regarding Licensed Products, including any implied warranty or condition of merchantability. TurboSquid allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site’s policies.
- You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Licensed Products, including any damages resulting from computer viruses.
- To the fullest extent permitted by law, TurboSquid and Ethan Allen 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 Licensed Products, even if TurboSquid or Ethan Allen 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.
- You agree to indemnify and hold TurboSquid, Ethan Allen, and their 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 Licensed Products Creations.
- Other Terms
- Entire Agreement. This agreement constitutes the entire agreement between you and TurboSquid relating to your Purchase, unless you have a corporate license agreement with TurboSquid. 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 otherwise 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.
- Material Breach. You agree that any material breach of these Terms will result in irreparable harm to TurboSquid and Ethan Allen for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, TurboSquid or Ethan Allen 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 or Ethan Allen seeks such an injunction.
- Import/Export Regulations. Licensed Products 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, shall with Licensed Products: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Licensed Products to prohibited countries and entities identified in the U.S. export regulations.
- 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).
- LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that TurboSquid may, in its sole discretion, arbitrate disputes between TurboSquid users involving Licensed Products (including any purchaser or supplier of Licensed 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. After TurboSquid elects to arbitrate any dispute hereunder, TurboSquid 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, TurboSquid may decide to terminate or suspend users, revoke the license, offer replacement Licensed 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.
- 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.
c/o TurboSquid Support
935 Gravier St., Suite 1600
New Orleans, LA 70112
- 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.
- 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.
This Agreement is for Licensed Products for use on or after April 24, 2020.